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Securities and Exchange Commission
Washington, D.C. 20549
Form 8-K
(Amendment No. 1)
Current Report
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) September 25, 2000
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CBL & Associates Properties, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 1-12494 62-1545718
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
One Park Place, 6148 Lee Highway, Chattanooga, Tennessee 37421
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(Address of principal executive offices) (Zip Code)
Registrant's Telephone Number, including area code: (423) 855-0001
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N/A
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(Former name or former address, if changed since last report)
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Item 5. Other Events.
Item 5 of the Registrant's Current Report on Form 8-K, dated September 25,
2000, is hereby amended and restated in its entirety as follows:
On September 25, 2000, the Registrant announced that it had entered into a
definitive Master Contribution Agreement (the "Master Contribution Agreement")
with an affiliate of The Richard E. Jacobs Group, Inc. ("Jacobs"), pursuant to
which the Registrant will acquire a portfolio of 21 regional malls and two
associated centers for a purchase price of approximately $1.2 billion. The
purchase price includes (1) approximately $100 million in cash (plus
approximately $12 million in closing and other transaction costs), (2) the
assumption of approximately $734 million in primarily fixed-rate non-recourse
mortgage debt and (3) the issuance of approximately 11.71 million SCUs (special
common units) of the Registrant's subsidiary Operating Partnership (which
amount, under certain circumstances, may be increased up to 13.95 million SCUs).
Closing of the transaction, which is subject to CBL stockholder approval and the
obtaining of certain Jacobs partner and lender consents, is expected to occur in
the first quarter of 2001.
The SCUs are limited partnership interests in the Registrant's Operating
Partnership. Each SCU is initially entitled to receive a quarterly distribution
of $0.725625 (equivalent to an annual distribution of $2.9025). This quarterly
distribution will be increased together with any increases in the Registrant's
quarterly common stock dividend above $0.725625 per share. The distribution will
be reduced proportionately to the extent by which the quarterly common stock
dividend falls below $0.4375 per share (equivalent to a $1.75 per share annual
dividend) but only if the common stock dividend has been below $0.4375 per share
for more than four consecutive calendar quarters. Following the third
anniversary of their issuance, the SCUs will be exchangeable by their holders
for shares of the Registrant's common stock on a one-for-one basis or cash, at
the Registrant's election, subject to adjustments to reflect stock splits,
reverse splits or similar arrangements. Following the tenth anniversary of their
issuance, the Registrant will have the right to convert the SCUs into common
units of the Operating Partnership.
Under the Master Contribution Agreement, the Registrant agreed to seek
stockholder approval of an amendment to its certificate of incorporation which,
among other things, permits the Lebovitz Group (as defined in the certificate of
incorporation) and the Jacobs Group (as defined in the proposed amendment) to
beneficially and constructively own in the aggregate 37.99% of its equity stock.
The proposed amendment is designed to permit the Jacobs Group to own a higher
percentage of the Registrant's shares than would otherwise be permitted under
the current ownership limits. Approval of the amendment is not a condition to
closing of the transaction; however, in the event the amendment is not adopted,
the Registrant's Board of Directors has resolved to modify the share ownership
limits in a manner which does not require a stockholder vote but which would
entitle the Lebovitz Group and the Jacobs Group to own in the aggregate 31.99%
of the Registrant's equity stock. Moreover, if the amendment is not approved,
the Registrant agreed to resubmit the amendment to a stockholder vote at its
next three annual meetings of stockholders.
Additionally, at the closing, the Registrant will enter into a Share
Ownership Agreement with representatives of the Lebovitz Group and the Jacobs
Group pursuant to which such Groups
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will be permitted to beneficially and constructively own certain amounts of the
Registrant's common stock.
In connection with the execution of the Master Contribution Agreement, the
Registrant, the Operating Partnership, Charles B. Lebovitz, Stephen D. Lebovitz,
John N. Foy, Jacobs and Martin J. Cleary, Jacob's chief operating officer, also
entered into a Voting and Standstill Agreement. Under this Voting and Standstill
Agreement, (1) Messrs. Lebovitz and Mr. Foy agreed to vote their shares of the
Registrant's stock in favor of the transaction, (2) at the closing the
Registrant's Board of Directors will be expanded to include two Jacobs'
designees and (3) Jacobs agreed not to acquire additional shares of the
Registrant's stock and to refrain from certain hostile actions against the
Registrant.
A copy of the Registrant's press release announcing the transaction on
September 25, 2000 and a transcript of the Registrant's conference call relating
to the transaction held on September 26, 2000 were filed with the initial filing
of this Current Report on Form 8-K as Exhibits 99.1 and 99.2, respectively. A
copy of the Master Contribution Agreement is filed herewith as Exhibit 99.3.
Forms of the Terms of Series J Special Common Units of the Operating Partnership
and of the First Amendment to Second Amended and Restated Agreement of Limited
Partnership of the Operating Partnership, which set forth the terms of the SCUs,
are filed herewith as Exhibits 99.4 and 99.5, respectively. Forms of the
proposed charter amendment, the alternative Board resolutions and the Share
Ownership Agreement, which set forth the proposed changes to the Registrant's
ownership limits, are filed herewith as Exhibits 99.6, 99.7 and 99.8,
respectively. A copy of the Voting and Standstill Agreement is filed herewith as
Exhibit 99.9. Each of the above documents filed as exhibits to this Current
Report on Form 8-K are incorporated herein by reference.
Item 7. Financial Statements and Exhibits.
(c) Exhibits:
The following exhibits are filed as part of this report:
99.1 Press Release of the Registrant, dated September 25, 2000
(previously filed with the initial filing of this Current Report on
Form 8-K).
99.2 Transcript of the Registrant's Conference Call, held September 26,
2000 (previously filed with the initial filing of this Current
Report on Form 8-K).
99.3 Master Contribution Agreement, dated as of September 25, 2000, by
and among the Registrant, CBL & Associates Limited Partnership,
Jacobs Realty Investors Limited Partnership, Richard E. Jacobs,
solely as Trustee for the Richard E. Jacobs Revocable Living Trust,
and Richard E. Jacobs, solely as Trustee for the David H. Jacobs
Marital Trust.
99.4 Form of Terms of Series J Special Common Units of CBL & Associates
Limited Partnership.
99.5 Form of First Amendment to Second Amended and Restated Agreement of
Limited Partnership of CBL & Associates Limited Partnership.
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99.6 Form of Proposed Charter Amendment.
99.7 Form of Alternative Board Resolutions.
99.8 Form of Share Ownership Agreement.
99.9 Voting and Standstill Agreement, dated as of September 25, 2000, by
and among the Registrant, CBL & Associates Limited Partnership,
Jacobs Realty Investors Limited Partnership, Richard E. Jacobs,
solely as Trustee for the Richard E. Jacobs Revocable Living Trust,
Richard E. Jacobs, solely as Trustee for the David H. Jacobs Marital
Trust, and Martin J. Cleary.
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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 hereunto duly authorized.
CBL & ASSOCIATES PROPERTIES, INC.
By: /s/ John N. Foy
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John N. Foy
Vice Chairman, Chief Financial
Officer and Treasurer
Dated: October 26, 2000
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Exhibit Index
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Exhibit No. Description
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99.1 Press Release of the Registrant, dated September 25, 2000
(previously filed with the initial filing of this Current
Report on Form 8-K).
99.2 Transcript of the Registrant's Conference Call, held September
26, 2000 (previously filed with the initial filing of this
Current Report on Form 8-K).
99.3 Master Contribution Agreement, dated as of September 25, 2000,
by and among the Registrant, CBL & Associates Limited
Partnership, Jacobs Realty Investors Limited Partnership,
Richard E. Jacobs, solely as Trustee for the Richard E. Jacobs
Revocable Living Trust, and Richard E. Jacobs, solely as
Trustee for the David H. Jacobs Marital Trust.
99.4 Form of Terms of Series J Special Common Units of CBL &
Associates Limited Partnership.
99.5 Form of First Amendment to Second Amended and Restated
Agreement of Limited Partnership of CBL & Associates Limited
Partnership.
99.6 Form of Proposed Charter Amendment.
99.7 Form of Alternative Board Resolutions.
99.8 Form of Share Ownership Agreement.
99.9 Voting and Standstill Agreement, dated as of September 25,
2000, by and among the Registrant, CBL & Associates Limited
Partnership, Jacobs Realty Investors Limited Partnership,
Richard E. Jacobs, solely as Trustee for the Richard E. Jacobs
Revocable Living Trust, Richard E. Jacobs, solely as Trustee
for the David H. Jacobs Marital Trust, and Martin J. Cleary.
