CBL & ASSOCIATES PROPERTIES, INC.

2030 Hamilton Place Blvd.

Suite 500

CBL Center

Chattanooga, Tennessee 37421

SUPPLEMENT TO

PROXY STATEMENT DATED AUGUST 21, 2009 FOR SPECIAL

MEETING OF STOCKHOLDERS TO BE HELD SEPTEMBER 21, 2009

CBL & Associates Properties, Inc., a Delaware corporation (the “Company” or “CBL”) is issuing this Supplement to its definitive proxy statement dated August 21, 2009 (the “Proxy Statement”) in connection with the solicitation by the Board of Directors of proxies to be voted at a Special Meeting of Stockholders of the Company (the “Special Meeting”) to be held at the Company’s Corporate Office at CBL Center, 2030 Hamilton Place Boulevard, Chattanooga, Tennessee, on Monday, September 21, 2009, at 4:00 p.m. (EDT), and at any and all postponements or adjournments thereof. We are mailing this Supplement beginning on or about September 9, 2009, to stockholders of record as of August 10, 2009.

As set forth in the original Proxy Statement, the Special Meeting was called in order to seek approval of an amendment to the Company’s Amended and Restated Certificate of Incorporation to increase the total number of authorized shares of our Common Stock from 180,000,000 to 1,000,000,000 shares. As described in more detail below, in response to feedback received from a number of stockholders indicating that they would be more comfortable with approving a smaller increase, the Board of Directors has unanimously approved, and recommended to stockholders for your approval, a revised version of the original proposal which would increase the number of authorized shares of the Company’s Common Stock from 180,000,000 to 350,000,000 shares.

Additional important information concerning the Special Meeting is set forth in the Proxy Statement, which remains in effect except to the extent that it is amended and supplemented by the information set forth herein. All page references in the information set forth below refer to those contained in the Proxy Statement, and terms used below shall have the meanings set forth in the Proxy Statement.

REVISED INFORMATION CONCERNING

SPECIAL MEETING VOTING PROCEDURES

A revised proxy card is being mailed to each holder of shares of the Company’s Common Stock for voting on the revised version of Proposal 1 with respect to each stockholder’s shares of Common Stock. Stockholders holding shares of Common Stock should complete, sign and return the revised proxy card to the Company. Alternatively, stockholders may use the toll-free telephone number indicated on the enclosed, revised proxy card to vote by telephone or visit the website indicated on the enclosed, revised proxy card to vote via the Internet. If you are a stockholder of record as of the record date and attend the Special Meeting, you may vote in person. If your shares of Common Stock are held in street name and you wish to vote in person at the meeting, you will need to obtain a “legal proxy” from the broker, bank or other nominee that holds your shares of Common Stock of record.

Unless contrary instructions are indicated on the accompanying revised proxy, the shares represented thereby will be voted FOR the revised version of Proposal 1 to amend the Company’s Certificate of Incorporation.

To obtain directions to be able to attend the Special Meeting and vote in person, you may contact our Vice President – Corporate Communications and Investor Relations either by mail at our corporate office address listed above, or by e-mail to Katie_Reinsmidt@cblproperties.com.

Important Notice Regarding the Availability of Proxy Materials for the Special Meeting of Stockholders to Be Held on September 21, 2009:

The Company’s Notice of Special Meeting and Proxy Statement for the Special Meeting, as well as this Supplement to the Notice of Special Meeting and Proxy Statement, are also available at: http://www.cblproperties.com/cbl.nsf/inv_fin_rep.

DISCUSSION OF

REVISIONS TO PROPOSAL 1

As described in the Proxy Statement, in connection with our recent Common Stock offering we entered into an Underwriting Agreement with the underwriters named therein, for whom Merrill Lynch, Pierce, Fenner & Smith Incorporated and Wells Fargo Securities, LLC (f/k/a Wachovia Capital Markets, LLC) acted as representatives (the “Underwriters’ Representatives”), pursuant to which the Company agreed, among other things, to use its best efforts to amend its Certificate of Incorporation to increase the total number of authorized shares of our Common Stock from 180,000,000 to 1,000,000,000 shares as soon as practicable.

We wish to emphasize that the purpose of this proposed amendment is not to immediately engage in a new transaction involving the issuance of a significant amount of additional Common Stock. Rather, the intent and purpose of this increase, which was unanimously approved by the Board of Directors and recommended to stockholders for your approval in the original Proxy Statement, is to maximize the Company’s flexibility to take future actions with respect to its capital structure in response to changing economic and capital market conditions.

Your Board of Directors continues to support this objective. In connection with the original Proxy Statement, however, the Company has received feedback from both institutional and individual stockholders, including a number of our major stockholders, indicating that they would be more comfortable with approving a smaller increase in the total Common Stock authorization. After carefully considering this feedback, the Company has decided to revise its original proposal. In connection with this decision, the Underwriters’ Representatives have accepted this reduction and have waived the original requirement in the Underwriting Agreement. Accordingly, the Board of Directors has unanimously approved, and recommended to the stockholders for your approval, a revised version of the proposed amendment to our Amended and Restated Certificate of Incorporation, to increase the number of authorized shares of the Company’s Common Stock, par value $.01 per share, from 180,000,000 to 350,000,000 shares.

The following presents the changes being made by this Supplement, as a result of the revisions described above, to the caption and first paragraph of Proposal 1, as well as the text of the proposed amendment to the Company’s Certificate of Incorporation, all as set forth on page 9 of the original Proxy Statement (additions to the disclosure in the original Proxy Statement are indicated by underlining, and deletions are indicated by overstriking):

PROPOSAL 1

APPROVAL OF AMENDMENT TO THE COMPANY’S

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF

COMMON STOCK FROM 180 MILLION TO ONE BILLION 350 MILLION

The Board of Directors has unanimously approved, and recommended that our stockholders approve, an amendment to the Company’s Amended and Restated Certificate of Incorporation, as amended (the “Certificate of Incorporation”), to increase the authorized number of shares of Common Stock from 180 million (180,000,000) shares to one billion (1,000,000,000) three hundred fifty million (350,000,000) shares (the “Proposed Amendment”). The Board of Directors has adopted resolutions setting forth the Proposed Amendment in the form of an amendment to the first sentence of Paragraph A of Article IV of the Certificate of Incorporation, determining the Proposed Amendment to be advisable and recommending that stockholders approve the Proposed Amendment.

The following is the text of Paragraph A of Article IV of the Company’s Certificate of Incorporation, as proposed to be amended:

The total number of shares of all classes of Equity Stock that the Corporation shall have authority to issue is One Billion Three Hundred Sixty-five Million (1,015,000,000) 365,000,000 shares, consisting of (i) Fifteen Million (15,000,000) shares of preferred stock, par value $.01 per share (the “Preferred Stock”), and (ii) One Billion Three Hundred Fifty Million (1,000,000,000) 350,000,000 shares of common stock, par value $.01 per share (the “Common Stock”).

Except as indicated by the foregoing, the text of Proposal 1 as set forth on pages 9 through 11 of the original Proxy Statement is not altered by this Supplement.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR”

THE PROPOSED AMENDMENT, AS REVISED BY THIS SUPPLEMENT.

OTHER BUSINESS OF THE MEETING

Management is not aware of any matters to come before the Special Meeting, other than those stated in the Proxy Statement, as amended by this Supplement. However, if any matters of which management is not now aware should come before the meeting or any adjournment, the proxies confer discretionary authority with respect to acting thereon, and the persons named in such proxies intend to vote, act and consent in accordance with their best judgment with respect thereto. Upon receipt of such proxies (in the form enclosed and properly signed) in time for voting, the shares represented thereby will be voted as indicated thereon and in the Proxy Statement, as amended by this Supplement.

By Order of the Board of Directors

STEPHEN D. LEBOVITZ

Secretary

Chattanooga, Tennessee

September 9, 2009

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