Securities and Exchange Commission
Washington, D.C. 20549
Form 8-K
Current Report
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) June 10, 2002
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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)
CBL Center, 2030 Hamilton Place Blvd., Suite 500, 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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One Park Place, 6148 Lee Highway, Chattanooga, Tennessee 37421
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(Former name or former address, if changed since last report)
Item 5. Other Events.
On March 23, 1998, CBL & Associates Properties, Inc. (the "Company") filed
its Registration Statement on Form S-3 (File No. 333-47041), pursuant to which
the Company may from time to time offer (i) one or more series of its preferred
stock, (ii) shares of its common stock and (iii) warrants to purchase its common
stock with an aggregate public offering price of up to $350 million.
On June 11, 2002, the Company filed with the Securities and Exchange
Commission, pursuant to Rule 424(b) under the Securities Act of 1933, as
amended, the Company's Prospectus Supplement, dated June 10, 2002, and the
accompanying Prospectus, dated March 23, 1998, relating to an offering of up to
2,000,000 shares of the Company's 8.75% Series B Cumulative Redeemable Preferred
Stock (the "Series B Preferred Stock"). Copies of the Underwriting Agreement and
the Pricing Agreement, covering the issue and sale of the Series B Preferred
Stock are attached hereto as Exhibit 1.1 and Exhibit 1.2, respectively. A copy
of the Certificate of Designations, Number, Voting Powers, Preferences and
Rights of the Series B Preferred Stock is attached hereto as Exhibit 3.1.
Item 7. Financial Statements and Exhibits.
(a) Not applicable.
(b) Not applicable.
(c) Exhibits:
The following exhibits are filed as part of this report:
1.1 Underwriting Agreement, dated June 10, 2002, among the Company, CBL &
Associates Limited Partnership, Bear, Sterns & Co. Inc., Robertson
Stephens, Inc., Prudential Securities Incorporated, Legg mason Wood
Walker, Incorporated, J.J.B. Hilliard, W.L. Lyons, Inc. and Wells
Fargo Securities, LLC.
1.2 Pricing Agreement, dated June 10, 2002, among the Company, CBL &
Associates Limited Partnership, Bear, Sterns & Co. Inc., Robertson
Stephens, Inc., Prudential Securities Incorporated, Legg mason Wood
Walker, Incorporated, J.J.B. Hilliard, W.L. Lyons, Inc. and Wells
Fargo Securities, LLC.
3.1 Certificate of Designations of the Company's 8.75% Series B Cumulative
Redeemable Preferred Stock.
5 Opinion re Legality.
8 Opinion re Tax Matters.
23 Consent of Counsel (contained in the opinions filed as Exhibits 5 and
8 hereto).
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: June 17, 2002
Exhibit Index
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Exhibit No. Description
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1.1 Underwriting Agreement dated June 10, 2002, among the Company,
CBL & Associates Limited Partnership, Bear, Sterns & Co. Inc.,
Robertson Stephens, Inc., Prudential Securities Incorporated,
Legg mason Wood Walker, Incorporated, J.J.B. Hilliard, W.L.
Lyons, Inc. and Wells Fargo Securities, LLC.
1.2 Pricing Agreement, dated June 10, 2002, among the Company, CBL &
Associates Limited Partnership, Bear, Sterns & Co. Inc.,
Robertson Stephens, Inc., Prudential Securities Incorporated,
Legg mason Wood Walker, Incorporated, J.J.B. Hilliard, W.L.
Lyons, Inc. and Wells Fargo Securities, LLC.
3.1 Certificate of Designations of the Company's 8.75% Series B
Cumulative Redeemable Preferred Stock.
5 Opinion re Legality.
8 Opinion re Tax Matters.
23 Consents of Counsel (contained in the opinions filed as Exhibits
5 and 8 hereto).