Securities Exchange Act of 1934 -- Form 8-K/A
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT :
NOVEMBER 10, 1998
- ------------------------------------------------------------------
CBL & ASSOCIATES PROPERTIES, INC.
- ------------------------------------------------------------------
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 1-12494 62-1545718
- ------------------------------------------------------------------
(STATE OR OTHER (COMMISSION (IRS EMPLOYER
JURISDICTION OF FILE NUMBER) IDENTIFICATION NUMBER)
INCORPORATION)
ONE PARK PLACE, 6148 LEE HIGHWAY, CHATTANOOGA, TENNESSEE 37421
- ------------------------------------------------------------------
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE:
(423) 855-0001
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<PAGE>
CBL & ASSOCIATES PROPERTIES, INC.
ITEM 2 ACQUISITION OF ASSETS
ACQUISITION OF TWO MALLS
On August 27, 1998, CBL & Associates Properties, Inc. (the
"Registrant"), through its Operating Partnership, entered into Contribution
and Exchange Agreements (the "Contribution and Exchange Agreements") with
Samuel's & Associates, Inc., an unaffiliated party ("Transferor"), pursuant
to which Transferor contributed two malls, Meridian Mall in Oskemos
(Lansing), Michigan and Janesville Mall in Janesville, Wisconsin (the
"Properties") to the Operating Partnership in exchange for Operating
Partnership Units, the agreement of the Operating Partnership to take
title to the Properties subject to certain existing indebtedness and the
agreement of the Operating Partnership to refinance such existing
indebtedness. The properties total approximately 1.4 million square feet
of Gross Leasable Area ("GLA").
The following table contains certain information concerning each of the
Properties:
Mall Average Mall Store
Center GLA Sales per foot Occupancy(1)
- ------------------- ----------- -------------- ------------
Meridian Mall 766,960 $277 92%
Janesville Mall 614,658 290 87%
- -------------------
(1) Tenants in occupancy and paying rent on September 30, 1998.
The aggregate transaction value was approximately $138 million (before
closing costs, deferred maintenance and closing adjustments). Concurrently
with the execution of the Contribution and Exchange Agreements, the
Registrant obtained a loan from US Bank Corp. for the refinancing of
Meridian Mall's existing indebtedness for a two year term at a variable
rate in the principal amount of $80 million. The Registrant issued a total
of 2,118,299 Operating Partnership Units valued at $25 per share for the
Properties and assumed a $17.1 million mortgage on Janesville Mall. Excess
loan proceeds of $12.1 million were used to pay down the Registrant's
credit lines.
Material factors considered by the Registrant in assessing the
Properties include historical net operating income, occupancy and rental
rates, the prospects for new leasing and the ability to raise occupancy
and rental rates. The Registrant also considered the capital expenditures
necessary to maintain the Properties in class A condition, the capitalization
rates for comparable real estate and the ability to reduce expenses through
self management of the Properties. The registrant after reasonable inquiry
is not aware of any material factors relating to the Properties other than
those discussed above that would cause the reported financial information
not to be necessarily indicative of future operating results.
The description contained herein of the acquisition transaction
described above does not purport to be complete and is qualified in its
entirety by reference to the Contribution and Exchange Agreements which
are filed as an exhibit hereto.
2
<PAGE>
ITEM 7 FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
EXHIBITS
A) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED
Independent Auditors' Report - Janesville Mall F-1
Statement of Excess Revenues over Specific Operating Expenses
for Janesville Mall for the Year Ended December 31, 1997 F-2
Notes to Financial Statement for Janesville Mall F-3
Independent Auditors' Report - Meridian Mall F-5
Statement of Excess Revenues over Specific Operating Expenses
for Meridian Mall for the Year Ended December 31, 1997 F-6
Notes to Financial Statement for Meridian Mall F-7
B) PRO FORMA FINANCIAL INFORMATION OF REGISTRANT
Pro forma consolidated statement of operations
for the Year ended December 31, 1997 F-9
Pro forma consolidated statement of operations
for the Six Months ended June 30, 1998 F-11
Pro forma consolidated balance sheet as of June 30, 1998 F-13
<PAGE>
A) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED
Independent Auditors' Report
The Board of Directors and Stockholders
of CBL & Associates Properties, Inc.:
We have audited the accompanying statement of excess revenues over
specific operating expenses (defined as operating revenues less
direct operating expenses) of Janesville Mall for the year ended
December 31, 1997. This financial statement is the responsibility of
the Company's management. Our responsibility is to express an
opinion on this statement based on our audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the
audit to obtain reasonable assurance about whether the statement of
excess revenues over specific operating expenses is free of material
misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the statement of excess
revenues over specific operating expenses. An audit also includes
assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall presentation of
the statement of excess revenues over specific operating expenses.
We believe that our audit provides a reasonable basis for our
opinion.
The accompanying statement of excess revenues over specific operating
expenses was prepared for the purpose of complying with the rules and
regulations of the Securities and Exchange Commission and for
inclusion in current reports on Form 8-K of CBL & Associates
Properties, Inc. as described in Note 2. The presentation is not
intended to be a complete presentation of Janesville Mall's revenues
and expenses.
In our opinion, the statement of excess revenues over specific
operating expenses referred to above presents fairly, in all material
respects, the excess revenues over specific operating expenses
described in Note 2, of Janesville Mall for the year ended December
31, 1997, in conformity with generally accepted accounting standards.
October 20, 1998
F-1
<PAGE>
JANESVILLE MALL
STATEMENT OF EXCESS REVENUES OVER SPECIFIC OPERATING EXPENSES
YEAR ENDED DECEMBER 31, 1997 AND SIX MONTHS ENDED JUNE 30, 1998 (UNAUDITED)
Year Ended Six Months
December 31, Ended June 30,
1997 1998
------------ -------------
(Unaudited)
Revenues:
Minimum rent $ 3,015,516 $1,471,000
Percentage Rent 346,026 129,000
Tenant reimbursements 1,135,537 665,000
Lease Buy-outs 11,702 0
------------ -----------
Total revenues 4,508,781 2,265,000
Specific Operating Expenses:
Property operating 624,605 245,000
Maintenance & repairs 748,957 324,000
Real estate taxes 491,535 245,000
------------ -----------
Total Specific Operating Expenses 1,865,097 814,000
------------ -----------
Excess of revenues over specific
operating expenses $ 2,643,684 $1,451,000
============ ===========
See accompanying notes to statement of excess revenues over specific
operating expenses
F-2
<PAGE>
Janesville Mall
Notes to Statement of Excess Revenues over Specific Operating Expenses
December 31, 1997
(1) Business
The accompanying statement of excess revenues over specific operating
expenses relates to the operations of Janesville Mall (the Property),
a 614,658 square foot, a multi-tenanted shopping center located in
Janesville, Wisconsin. The property was acquired by CBL & Associates
Properties, Inc. on August 27, 1998.
(2) Summary of Significant Accounting Policies
(a) Basis of Accounting
The accompanying statement of excess of revenues over specific
operating expenses is presented on the accrual basis. This statement
has been prepared in accordance with the applicable rules and
regulations of the Securities and Exchange Commission for real
estate properties acquired. Accordingly, the statement excludes
certain historical expenses not comparable to the operations of the
Property after acquisitions such as depreciation and interest on
mortgage debt.
(b) Revenue Recognition
All leases are classified as operating leases, and minimum rents are
recognized monthly based on the terms of the lease.
Tenant charges for real estate taxes, common area maintenance, and
insurance are adjusted annually based on actual expenses, and the
related revenues are recognized in the year in which the expenses are
incurred.
Most tenants are also required to pay overage rents based on sales
over a stated base amount during the lease year. Overage rents are
recognized as revenues based on reported and estimated sales for each
tenant through December 31, less a proration of the base sales amount.
Differences between estimated and actual amounts, if any, are
recognized in subsequent years.
(c) Use of Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of revenues and
expenses during the reporting period. Actual results could differ
from those estimates.
(3) Management and Leasing Fees
The Property was managed by a third party during 1997, therefore, no
management fees have been included in property expenses. CBL &
Associates Properties, Inc. will manage the property subsequent to
the acquisition.
F-3
<PAGE>
(4) Leases
The leases generally provide for a fixed minimum rent, overage rent
based on sales, and charges for certain operating expenses. Lease
terms generally range from 3 to 30 years.
Minimum rents are scheduled as follows:
1998 $ 2,743,705
1999 2,380,961
2000 2,054,921
2001 1,149,935
2002 950,827
Thereafter 2,119,480
------------
Total $ 11,399,829
============
F-4
<PAGE>
Independent Auditors' Report
The Board of Directors and Stockholders
of CBL & Associates Properties, Inc.:
We have audited the accompanying statement of excess revenues over
specific operating expenses (defined as operating revenues less direct
operating expenses) of Meridian Mall Shopping Center for the year
ended December 31, 1997. This financial statement is the
responsibility of the Company's management. Our responsibility is to
express an opinion on this statement based on our audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the statement of excess
revenues over specific operating expenses is free of material
misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the statement of excess
revenues over specific operating expenses. An audit also includes
assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall presentation of
the statement of excess revenues over specific operating expenses.
We believe that our audit provides a reasonable basis for our opinion.
The accompanying statement of excess revenues over specific operating
expenses was prepared for the purpose of complying with the rules and
regulations of the Securities and Exchange Commission and for
inclusion in the current report on Form 8-K of CBL & Associates
Properties, Inc., as described in Note 2. The presentation is not
intended to be a complete presentation of revenues and expenses.
In our opinion, the statement of excess revenues over specific
operating expenses referred to above presents fairly, in all material
respects, the excess revenues over specific operating expenses
described in Note 2, of Meridian Mall Shopping Center for the year
ended December 31, 1997, in conformity with generally accepted
accounting principles.
September 25, 1998
F-5
<PAGE>
MERIDIAN MALL
STATEMENT OF EXCESS REVENUES OVER SPECIFIC OPERATING EXPENSES
FOR THE YEAR ENDED DECEMBER 31, 1997 AND SIX MONTHS ENDED JUNE 30, 1998
(UNAUDITED)
Operating
Year Ended Six Months
December 31, Ended June 30,
1997 1998
------------ -------------
(Unaudited)
Revenues:
Minimum rent $ 8,373,079 $4,110,000
Percentage Rent 429,856 269,000
Tenant reimbursements 5,090,259 2,749,000
Lease Buy-outs 251,593 0
------------ ------------
Total revenues 14,144,787 7,128,000
Specific Operating Expenses:
Property operating 3,465,678 1,457,000
Maintenance & repairs 690,524 982,000
Real estate taxes 590,120 306,000
------------ ------------
Total Specific Operating Expenses 4,746,322 2,745,000
------------ ------------
Excess of revenues over specific
operating expenses $ 9,398,465 $4,383,000
============ ============
See accompanying notes to statement of excess revenues over specific
operating expenses
F-6
<PAGE>
Meridian Mall
Notes to Statement of Excess Revenues over Specific Operating Expenses
December 31, 1997
(1) Business
The accompanying Statement of Excess Revenues Over Specific Operating
Expenses relates to the operations of Meridian Mall (the Property), a
766,960 square foot, multi-tenanted shopping center located in Meridian
Township, Michigan. The property was acquired by CBL & Associates
Properties, Inc., on August 27, 1998.
(2) Summary of Significant Accounting Policies
(a) Basis of Accounting
The accompanying statement of excess of revenues over specific operating
expenses is presented on the accrual basis. This statement has been
prepared in accordance with the applicable rules and regulations of the
Securities and Exchange Commission for real estate properties acquired.
Accordingly, the statement excludes certain historical expenses not
comparable to the operations of the Property after acquisition such as
depreciation and interest on mortgage debt.
(b) Revenue Recognition
All leases are classified as operating leases, and minimum rents are
recognized monthly based on the terms of the lease.
Tenant charges for real estate taxes, common area maintenance, and
insurance are adjusted annually based on actual expenses, and the related
revenues are recognized in the year in which the expenses are
incurred.
Most tenants are required to pay overage rents based on sales over a
stated base amount during the lease year. Overage rents are recognized
as revenues based on reported and estimated sales for each tenant
through December 31, less a proration of the base sales amount.
Differences between estimated and actual amounts, if any, are recognized
in subsequent years.
(c) Use of Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those
estimates.
F-7
<PAGE>
(3) Management Fees
The Property was managed by a third party during 1997, therefore, no
management fees have been included in property expenses. CBL & Associates
Properties, Inc. will manage the property subsequent to the acquisition.
(4) Lease Commitments
The Property leases equipment under non-cancelable operating leases which
have various expiration dates.
The Property leases land on which the shopping center is located. The
annual rental payment is 3 percent to 4 percent of base and percentage
rents received. Rent expense for the year ended December 31, 1997 for
the land was $330,526.
The following is a schedule by years of future minimum rental payments
required under operating leases that have remaining non-cancelable lease
terms as of December 31, 1997.
1998 $277,597
1999 235,577
2000 195,157
2001 179,803
2002 154,017
(5) Rental Income
The shopping center derives its revenues from non-cancelable operating
leases principally with retail stores. The initial terms of the leases
range from 3 to 25 years.
Minimum future rentals on existing non-cancelable leases are:
Non-Cancelable Option to Renew
1998 $ 7,999,144 $ --
1999 7,168,682 204,019
2000 5,880,273 694,527
2001 5,379,851 769,868
2002 4,605,853 828,132
Thereafter 14,065,393 15,902,196
----------- -----------
Totals $45,099,196 $18,398,742
=========== ===========
(6) Employee Retirement Plan
The Property adopted a 401(k) Plan, effective January 1, 1997 for the
benefit of its employees. The contribution and administrative expenses
for the Plan was $12,032 in 1997.
F-8
<PAGE>
B) PRO FORMA CONSOLIDATED STATEMENTS OF OPERATIONS
The unaudited pro forma consolidated statements of operations are presented
as if the acquisition of Janesville and Meridian Malls (the Properties)had
taken place as of the beginning of the year 1998. In management's opinion,
all adjustments necessary to present fairly the effects of the acquisition
have been made.
The unaudited pro forma consolidated statements of operations are not
necessarily indicative of what the actual results of operations of CBL &
Associates Properties, Inc. (the "Company") would have been assuming the
Company had acquired Burnsville Center as of the beginning of each period
presented, nor do they purport to represent the results of operations for
future periods.
CBL & ASSOCIATES PROPERTIES, INC.
PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 1997
(UNAUDITED AND AMOUNTS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<TABLE>
<C> <C> <C> <C>
CBL THE PRO FORMA PRO FORMA
HISTORICAL PROPERTIES ADJUSTMENTS CONSOLIDATED
---------- ---------- ----------- ------------
REVENUES:
Rentals:
Minimum $115,640 $11,652 $ - $ 127,292
Percentage 3,660 776 - 4,436
Other 1,949 0 - 1,949
Tenant reimbursements 51,302 6,226 - 57,528
Management, development
and leasing fees 2,378 - - 2,378
Interest and other 2,675 - - 2,675
---------- ---------- ----------- ------------
Total revenues 177,604 18,654 - 196,258
---------- ---------- ----------- ------------
EXPENSES:
Property operating 30,585 4,090 - 34,675
Depreciation and amortization 32,308 - 3,282(A) 35,590
Real estate taxes 14,859 1,082 - 15,941
Maintenance and repairs 10,239 1,439 - 11,678
General and administrative 9,049 - - 9,049
Interest 37,830 - 5,776(B) 43,606
Other 330 - - 330
---------- ---------- ----------- ------------
Total expenses 135,200 6,611 9,058 150,869
---------- ---------- ----------- ------------
INCOME FROM OPERATIONS 42,404 12,043 (9,058) 45,389
GAIN ON SALES OF REAL ESTATE
ASSETS 6,040 - - 6,040
EQUITY IN EARNINGS OF
UNCONSOLIDATED AFFILIATES 1,916 - - 1,916
MINORITY INTEREST IN EARNINGS:
Operating partnership (13,819) - (955)(C) (14,774)
Shopping center properties (508) - - (508)
---------- ---------- ----------- ------------
INCOME BEFORE
EXTRAORDINARY ITEM 36,033 12,043 (10,013) 38,063
F-9
<PAGE>
EXTRAORDINARY LOSS ON
EXTINGUISHMENT OF DEBT (1,092) - - (1,092)
---------- ---------- ----------- ------------
Net income 34,941 $12,043 $ (10,013) 36,971
========== ========== =========== ============
BASIC PER SHARE DATA:
Income before
extraordinary item $ 1.51 $ 1.59
---------- ------------
Net income $ 1.46 $ 1.55
========== ============
WEIGHTED AVERAGE SHARES
OUTSTANDING 23,895 23,895
========== ============
DILUTED PER SHARE DATA:
Income before
extraordinary item $ 1.49 $ 1.58
---------- ------------
Net income $ 1.45 $ 1.53
========== ============
WEIGHTED AVERAGE AND
POTENTIAL DILUTIVE
COMMON SHARES
OUTSTANDING 24,151 24,151
========== ============
</TABLE>
(A) Reflects depreciation expense on the Properties computed on the
straight-line method over the estimated useful life of 40 years.
(B) Reflects interest expense associated with the $80,000 mortgage note
payable at LIBOR plus .9% (6.507% in effect at September 30, 1998),
the $17,102 of assumed mortgages at an interest rate of 7.65% and a
pay down of $12,100 on the Company's credit lines at a weighted
average interest rate of 6.71%, in connection with the acquisition
of the Properties.
(C) Reflects the minority interests' share of the income from operations
of the Properties and the pro forma adjustments.
F-10
<PAGE>
B) PRO FORMA CONSOLIDATED STATEMENTS OF OPERATIONS
The unaudited pro forma consolidated statements of operations are presented
as if the acquisition of Janesville and Meridian Malls (the Properties) had
taken place as of the beginning of the year 1998. In management's opinion,
all adjustments necessary to present fairly the effects of the acquisition
have been made.
The unaudited pro forma consolidated statements of operations are not
necessarily indicative of what the actual results of operations of CBL &
Associates Properties, Inc. (the "Company") would have been assuming the
Company had acquired Burnsville Center as of the beginning of each period
presented, nor do they purport to represent the results of operations for
future periods.
CBL & ASSOCIATES PROPERTIES, INC.
PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE SIX MONTHS ENDED JUNE 30, 1998
(UNAUDITED AND AMOUNTS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<TABLE>
<C> <C> <C> <C>
CBL THE PRO FORMA PRO FORMA
HISTORICAL PROPERTIES ADJUSTMENTS CONSOLIDATED
---------- ---------- ----------- ------------
REVENUES:
Rentals:
Minimum $74,020 $ 5,581 $ - $ 79,601
Percentage 2,829 398 - 3,227
Other 820 0 - 820
Tenant reimbursements 32,003 3,414 - 35,417
Management, development
and leasing fees 1,419 - - 1,419
Interest and other 1,364 - - 1,364
---------- ---------- ----------- ------------
Total revenues 112,455 9,393 - 121,848
---------- ---------- ----------- ------------
EXPENSES:
Property operating 18,324 1,702 - 20,026
Depreciation and amortization 18,875 - 1,642(A) 20,517
Real estate taxes 10,252 551 - 10,803
Maintenance and repairs 6,295 1,306 - 7,601
General and administrative 5,731 - - 5,731
Interest 28,817 - 2,895(B) 31,712
Other 9 - - 9
---------- ---------- ----------- ------------
Total expenses 88,303 3,559 4,537 96,399
---------- ---------- ----------- ------------
INCOME FROM OPERATIONS 24,152 5,834 (4,537) 25,449
Gain on sales of real estate
assets 2,512 - - 2,512
EQUITY IN EARNINGS OF
UNCONSOLIDATED AFFILIATES 1,168 - - 1,168
MINORITY INTEREST IN EARNINGS:
Operating partnership (7,777) - (415)(C) (8,192)
Shopping center properties (308) - - (308)
---------- ---------- ----------- ------------
INCOME BEFORE
EXTRAORDINARY ITEM 19,747 5,834 (4,952) 20,629
EXTRAORDINARY LOSS ON
EXTINGUISHMENT OF DEBT - - - -
---------- ---------- ----------- ------------
Net income 19,747 5,834 (4,952) 20,629
---------- ---------- ----------- ------------
F-11
<PAGE>
BASIC PER SHARE DATA:
Income before
extraordinary item $ .82 $ .86
---------- ------------
Net income $ .82 $ .86
========== ============
WEIGHTED AVERAGE SHARES
OUTSTANDING 24,075 24,075
========== ============
DILUTED PER SHARE DATA:
Income before
extraordinary item $ .81 $ .85
---------- ------------
Net income $ .81 $ .85
========== ============
WEIGHTED AVERAGE AND
POTENTIAL DILUTIVE COMMON
SHARES OUTSTANDING 24,308 24,308
========== ============
(A) Reflects depreciation expense on the Properties acquisition computed
on the straight-line method over the estimated useful life of 40
years.
(B) Reflects interest expense associated with the $80,000 mortgage
note payable at LIBOR plus .9% (6.507% in effect at September 30,
1998), the $17,102 of assumed mortgages at an interest rate of
7.65% and a pay down of $12,100 on the Company's credit lines at
a weighted average interest rate of 6.59%, in connection with the
acquisition of the Properties.
(C) Reflects the minority interests' share of the income from
operations of the Properties and the pro forma adjustments.
F-12
<PAGE>
PROFORMA CONSOLIDATED BALANCE SHEET
The unaudited pro forma consolidated balance sheet is presented as if
the acquisition of Janesville and Meridian Malls had occurred as of
June 30, 1998.
The unaudited pro forma consolidated balance sheet is not necessarily
indicative of what the actual financial position would have been at June 30,
1998, nor does it purport to represent the future financial position of the
Company.
CBL & ASSOCIATES PROPERTIES, INC.
PRO FORMA CONSOLIDATED BALANCE SHEET
JUNE 30, 1998
(UNAUDITED AND DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
Pro Forma
CBL Acquisition Company
Historical Adjustments Pro Forma
---------- ----------- ---------
ASSETS: (A)
Real Estate Assets:
Land $ 209,366 $ 7,747 $ 217,113
Buildings and improvements 1,243,213 132,009 1,375,222
---------- ----------- ---------
1,452,579 139,756 1,592,335
Less: Accumulated depreciation (163,550) - (163,550)
---------- ----------- ---------
1,289,029 139,756 1,428,785
---------- ----------- ---------
Developments in progress 80,219 - 80,219
---------- ----------- ---------
Net investment in real
estate assets 1,369,248 139,756 1,509,004
Cash and cash equivalents 6,417 - 6,417
Receivables:
Tenant, net of allowance for
doubtful accounts of $1,600 14,741 - 14,741
Other 1,157 - 1,157
Mortgage notes receivable 12,205 - 12,205
Other assets 9,291 823 10,114
---------- ----------- ---------
1,413,059 140,579 1,553,638
========== =========== =========
LIABILITIES AND SHAREHOLDERS' EQUITY:
Mortgage and other notes payable 841,929 85,002 926,931
Accounts payable and
accrued liabilities 25,799 2,613 28,412
---------- ----------- ---------
F-13
<PAGE>
Total liabilities 867,728 87,615 955,343
---------- ----------- ---------
Distributions and losses in excess
of investment in unconsolidated
affiliates 7,255 - 7,255
---------- ----------- ---------
Minority interest 128,264 52,964 181,228
---------- ----------- ---------
Commitments and contingencies - - -
Shareholders' equity:
Preferred stock, $0.01 par value,
5,000,000 shares authorized,
2,875,000 shares issued in 1998 29 - 29
Common stock, $0.01 par value,
95,000,000 shares authorized,
24,081,500 shares issued and
outstanding at June 30, 1998 241 - 241
Excess stock, $0.01 par value,
100,000,000 shares authorized,
none issued - - -
Additional paid-in capital 429,834 - 429,834
Accumulated deficit (19,881) - (19,881)
Deferred compensation (411) - (411)
---------- ----------- ---------
Total shareholders' equity 409,812 - 409,812
---------- ----------- ---------
$1,413,059 $140,579 $1,553,638
========== =========== ==========
(A) Reflects the acquisition of the Properties through the
issuance of a $80,000 mortgage note payable, assumed mortgage
note of $17,102, pay down of $12,100 under the Company's line
of credit agreement, issuance of limited partnership units
having a value of $52,965 and the assumption of certain assets
and liabilities.
F-14
<PAGE>
C) EXHIBITS
2.1 Contribution and Exchange Agreement dated August 27, 1998 between
Janesville Properties Co. Limited Partnership an Ohio Limited
Partnership (Contributor) and CBL & Associates Limited Partnership, a
Delaware limited partnership (Acquiror)
2.2 Contribution, Exchange and Sale Agreement dated August 27, 1998
between Meridian Mall Associates Limited LLC an Ohio Limited Liability
Company (Meridian) and CBL & Associates Limited Partnership, a
Delaware limited partnership (Acquiror)
2.5 Consent of KPMG Peat Marwick LLP for Janesville Mall
2.6 Consent of KPMG Peat Marwick LLP for Meridian Mall
(a) Incorporated by reference to the Company's 8-K on the acquisition of
Meridian Mall and Janesville Mall which was filed on September 11,
1998.
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf
by the undersigned thereunto duly authorized.
CBL & ASSOCIATES PROPERTIES, INC.
/s/ John N. Foy
-----------------------------
John N. Foy
Executive Vice President,
Chief Financial Officer and
Secretary
(Authorized Officer of the
Registrant,
Principal Financial Officer and
Principal Accounting Officer)
Date: November 10, 1998
<PAGE>
EXHIBITS INDEX
Exhibit:
2.1 Contribution and Exchange Agreement dated August 27, 1998 between
Janesville Properties Co. Limited Partnership an Ohio Limited
Partnership (Contributor) and CBL & Associates Limited Partnership, a
Delaware limited partnership (Acquiror) (a)
2.2 Contribution, Exchange and Sale Agreement dated August 27, 1998
between Meridian Mall Associates Limited LLC an Ohio Limited Liability
Company (Meridian) and CBL & Associates Limited Partnership, a
Delaware limited partnership (Acquiror) (a)
2.5 Consent of KPMG Peat Marwick LLP for Janesville Mall
2.6 Consent of KPMG Peat Marwick LLP for Meridian Mall
(a) Incorporated by reference to the Company's 8-K on the acquisition of
Meridian Mall and Janesville Mall which was filed on September 11,
1998.
</TABLE>
EXHIBIT 2.5
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
CBL & Associates Properties, Inc.:
We consent to the incorporation by reference in the Registration Statement
(Form S-3 No. 333-47041) of CBL & Associates Properties, Inc. of our report
dated September 25, 1998, with respect to the statement of excess revenue
over specific operating expenses of Meridian Mall which report appears in
the Form 8-K/A of CBL & Associates Properties, Inc. dated November 10, 1998.
KPMG Peat Marwick LLP
Cleveland, Ohio
November 6, 1998
EXHIBIT 2.6
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
CBL & Associates Properties, Inc.:
We consent to the incorporation by reference in the registration statement
(Form S-3 No. 333-47041) of CBL & Associates Properties, Inc. of our report
dated October 20, 1998, with respect to the statement of excess revenue over
specific operating expenses of Janesville Mall which report appears in the
Form 8-K/A of CBL & Associates Properties, Inc. dated November 10, 1998.
KPMG Peat Marwick LLP
Cleveland, Ohio
November 6, 1998
