<PAGE>
As filed with the Securities and Exchange Commission on July 19, 2000
Registration No. 333-______
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
CBL & Associates Properties, Inc.
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(Exact name of issuer as specified in its charter)
Delaware 62-1545718
--------------------------------- ----------------------
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
One Park Place
6148 Lee Highway
Chattanooga, Tennessee 37421
(423) 855-0001
--------------------------------
(Address, including zip code, and telephone number, including area code,
of principal executive offices)
CBL & Associates Properties, Inc. 1993 Stock Incentive Plan
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(Full title of the plan)
Charles B. Lebovitz
Chairman of the Board of Directors
and Chief Executive Officer
CBL & Associates Properties, Inc.
One Park Place
6148 Lee Highway
Chattanooga, Tennessee
(423) 855-0001
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(Name, address (including zip code) and telephone number (including area code)
of agent for service)
---------------------
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COPY TO:
Yaacov M. Gross, Esq.
Willkie Farr & Gallagher
787 Seventh Avenue
New York, New York 10019
(212) 728-8000
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<CAPTION>
CALCULATION OF REGISTRATION FEE
---------------------- ----------------- ----------------- --------------------- -----------------
Proposed Proposed
maximum maximum Amount of
Title of securities Amount to be offering price aggregate registration fee
to be registered registered (1) per share (2) offering price (2) (3)
---------------------- ----------------- ----------------- --------------------- -----------------
<S> <C> <C> <C> <C>
Common Stock, 1,200,000 $24.59375 $29,512,500 $7,791.30
$0.01 par value per
share
The contents of the Registration Statements on Form S-8 (Registration Nos. 33-73376 and
333-04295) of CBL & Associates Properties, Inc. (the "Company"), filed under the Securities Act of
1933, as amended (the "Securities Act") on December 23, 1993 and May 22, 1996, respectively, are
hereby incorporated by reference.
-----------------------
(1) This Registration Statement covers an additional 1,200,000 shares authorized to be granted or
issued upon exercise of options under the CBL & Associates Properties, Inc. 1993 Stock
Incentive Plan, as amended (the "Plan"). In addition, this Registration Statement covers an
indeterminable number of additional shares as may hereafter be offered or issued pursuant to
the Plan, to prevent dilution resulting from stock splits, stock dividends or similar
transactions effected without the receipt of consideration and pursuant to Rule 416(c) under
the Securities Act.
(2) Estimated solely for calculating the amount of the registration fee, pursuant to Rule 457(h)
under the Securities Act, based on the average of high and low prices reported in the
consolidated reporting system as of July 13, 2000 (a date within 5 business days prior to the
filing of this Registration Statement).
(3) Calculated by multiplying the aggregate offering price by .000264.
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<PAGE>
PART I
INFORMATION NOT REQUIRED
IN THE REGISTRATION STATEMENT
PART II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
Item 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents, filed with the Securities and Exchange Commission
(the "Commission") by the Company are incorporated herein by reference:
(a) The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1999 filed under the Securities Exchange Act of 1934, as
amended (the "Exchange Act") on March 29, 2000.
(b) The Company's Quarterly Report on Form 10-Q for the fiscal quarter
ended March 31, 2000 filed under the Exchange Act on May 15, 2000.
(c) The Company's Current Reports on Form 8-K filed under the Exchange
Act on February 3, 2000 and April 27, 2000.
(d) The description of the Company's common stock, $0.01 par value per
share (the "Common Stock"), which is contained in the Company's
registration statement on Form S-3/A filed under the Exchange Act on March
23, 1998.
In addition, all documents filed by the Company with the Commission
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent
to the date of this Registration Statement and prior to the filing of a
post-effective amendment which indicates that all the securities offered hereby
have been sold or which deregisters all securities then remaining unsold shall
be deemed to be incorporated herein by reference and to be a part hereof from
the date of the filing of such documents with the Commission.
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Item 8. EXHIBITS
Exhibit No.
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5 Opinion of Willkie Farr & Gallagher, counsel to the Company,
as to the legality of the shares being registered.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Willkie Farr & Gallagher (included in Exhibit 5).
24 Power of Attorney (reference is made to the signature page).
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SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Chattanooga, State of Tennessee, on the 19th day of
July, 2000.
CBL & ASSOCIATES PROPERTIES, INC.
By: /s/ Charles B. Lebovitz
------------------------------
Charles B. Lebovitz
Chairman of the Board
and Chief Executive Officer
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POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Charles B. Lebovitz, John N. Foy and Stephen D.
Lebovitz and each of them, with full power to act without the other, his true
and lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments to this Registration Statement, and
to file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary fully to all
intents and purposes as he might or could do in person thereby ratifying and
confirming all that said attorneys-in-fact and agents or any of them, or their
or his substitutes or substitute, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated:
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<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Charles B. Lebovitz Chairman of the Board of Directors July 19, 2000
------------------------------ and Chief Executive Officer
Charles B. Lebovitz (Principal Executive Officer)
/s/ John N. Foy Director, Vice Chairman of the July 19, 2000
------------------------------ Board of Directors, Chief Financial
John N. Foy Officer and Treasurer (Principal
Financial and Accounting Officer)
/s/ Stephen D. Lebovitz Director, President and Secretary July 19, 2000
------------------------------
Stephen D. Lebovitz
/s/ Claude M. Ballard Director July 19, 2000
------------------------------
Claude M. Ballard
<PAGE>
/s/ Leo Fields Director July 19, 2000
------------------------------
Leo Fields
/s/ William J. Poorvu Director July 19, 2000
------------------------------
William J. Poorvu
/s/ Winston W. Walker Director July 19, 2000
------------------------------
Winston W. Walker
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EXHIBIT INDEX
Exhibit No. Description
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5 Opinion of Willkie Farr & Gallagher, counsel to the Company,
as to the legality of the shares being registered.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Willkie Farr & Gallagher (contained in Exhibit
5).
24 Power of Attorney (reference is made to the signature page).
