-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, bQbo90s7vhUuSAJVUU1AIYWkMrdM3nG2UW9yFKm+a5UOb5YZsE08eSOtuaJQOneR lzq7oI9yLWRpX5+7mj576Q== 0000904103-94-000026.txt : 19940228 0000904103-94-000026.hdr.sgml : 19940228 ACCESSION NUMBER: 0000904103-94-000026 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19940224 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CATELLUS DEVELOPMENT CORP CENTRAL INDEX KEY: 0000865937 STANDARD INDUSTRIAL CLASSIFICATION: 6512 IRS NUMBER: 942953477 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 34 SEC FILE NUMBER: 005-41228 FILM NUMBER: 94512591 BUSINESS ADDRESS: STREET 1: 201 MISSION ST CITY: SAN FRANCISCO STATE: CA ZIP: 94105 BUSINESS PHONE: 4159744500 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BAY AREA REAL ESTATE INVEST ASSOC LP CENTRAL INDEX KEY: 0000905221 STANDARD INDUSTRIAL CLASSIFICATION: IRS NUMBER: 943104456 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 100 BUSH ST STREET 2: 27TH FLR CITY: SAN FRANCISCO STATE: CA ZIP: 94104 BUSINESS PHONE: 4157723500 MAIL ADDRESS: STREET 1: 3500 ONE PEACHTREE CENTER STREET 2: 303 PEACHTREE STREET N E CITY: ATLANTA STATE: GA ZIP: 30308 SC 13D/A 1 SCHEDULE13D,AMENDMENT4&PREVIOUSLYFILEDDOCUMENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 AMENDMENT NO. 4 to SCHEDULE 13D Under the Securities Exchange Act of 1934 CATELLUS DEVELOPMENT CORPORATION (Name of Subject Company) Common Shares, $0.01 par value (Title of Class of Securities) 149-111-106 (CUSIP Number) Judd D. Malkin JMB/Bay Area Partners 100 Bush Street, 27th Floor San Francisco, California 94014 Tel. No. (415) 772-3500 (Name, Address and Telephone Number of Persons Authorized to Receive Notices and Communications) February 21, 1994 (Date of Event Which Requires Filing of this Statement This Amendment No. 4 amends and supplements the Statement on Schedule 13D (the "Schedule 13D") filed by California Public Employees' Retirement System ("CalPERS"), a governmental employee pension fund, which is a unit of the State and Consumer Services Agency of the State of California, and Bay Area Real Estate Investment Associates L.P. ("BAREIA"), a limited partnership formed under the California Revised Limited Partnership Act of which CalPERS is the sole limited partner, with respect to the common stock, par value $0.01 per share (the "Common Stock") of Catellus Development Corporation, a Delaware corporation (the "Issuer"). Capitalized terms used but not defined in this Amendment No. 4 have the meanings given to such terms in the Schedule 13D. Item 2. Identity and Background. Information with respect to persons identified in Schedule A of Item 2 is amended as follows: Information concerning the current executive officers and members of the Board of Administration of CalPERS is set forth in Schedule A to this Amendment No. 4. Each of such executive officers and members of the Board of Administration is a citizen of the United States. To the best of the knowledge of the filing persons, no person named in Schedule A to this Amendment No. 4 during the last five years (i) has been convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors); or (ii) has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Item 4. Purpose of the Transaction. Item 4 is amended by adding to the end thereof the following information: On February 21, 1994, BAREIA executed and delivered a letter agreement dated February 21, 1994, between BAREIA and Itel Corporation, a Delaware corporation (the "Itel Letter Agreement"). The description of the terms and provisions of the Itel Letter Agreement is qualified in its entirety by reference to the text of such agreement, which is filed as Exhibit 12 hereto and incorporated herein by this reference. Item 5. Interest in Securities of Issuer. Item 5 is amended by adding to the end of 5(a)-(c) the following information: On February 21, 1994, BAREIA executed and delivered the Itel Letter Agreement. The description of the terms and provisions of such agreement is qualified in its entirety by reference to the text of such agreement, which is filed as Exhibit 12 hereto and incorporated herein by reference. Item 6. Contracts, Arrangements, Understandings Where Relationship With Respect to Securities of the Issuer. Item 6 is amended by adding to the end thereof the following information: On February 21, 1994, BAREIA executed and delivered the Itel Letter Agreement. The description of the terms and provisions of such agreement is qualified in its entirety by reference to the text of such agreement, which is filed as Exhibit 12 hereto and incorporated herein by reference. Item 7. Material to be Filed as Exhibits: Item 7 is hereby amended by adding the following exhibit. 12. Letter Agreement dated February 21, 1994 between BAREIA and Itel Corporation. SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: February 22, 1994 BAY AREA REAL ESTATE INVESTMENT ASSOCIATES L.P. By: JMB/Bay Area Partners, an Illinois general partnership, its General Partner By: JMB/IH-II, Inc., a General Partner By: /s/ Judd D. Malkin Judd D. Malkin Title: Chairman SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: February 24, 1994 CALIFORNIA PUBLIC EMPLOYEES' RETIREMENT SYSTEM By: /s/ James E. Burton James E. Burton Title: Assistant Executive Officer Investment Operations SCHEDULE A CALIFORNIA PUBLIC EMPLOYEES' RETIREMENT SYSTEM Listed below are the executive officers and members of the Board of Administration of the California Public Employees' Retirement System and their present principal occupations and residence or business addresses. Executive Officers Dale M. Hanson Executive Officer California Retirement Employees' Retirement System Lincoln Plaza 400 P Street Sacramento, California 94229-2701 James E. Burton Assistant Executive Officer/Investment Operations California Retirement Employees' Retirement System Lincoln Plaza 400 P Street Sacramento, California 94229-2701 Members of the Board of Administration Kathleen Brown Treasurer of the State of California 915 Capital Mall, Suite 110 Sacramento, California 95814 Robert Carlson Retired 2120 Lambeth Way Carmichael, California 95608 Thomas Clark Retired 2267 Albury Avenue Long Beach, California 90815 William Crist Professor of Economics California State University - Stanislaus 801 Monte Vista Avenue Turlock, California 95380 Gray Davis Controller of the State of California 300 Capital Mall, 18th Floor Sacramento, California 95814 Jake Petrosino Planning Graphics Supervisor City Hall 200 South Anaheim Boulevard Anaheim, California 92805 Kurato Shimada Landscape/Grounds Custodial Supervisor Oak Grove School District 6578 Santa Teresa Boulevard San Jose, California 95119 David Tirapella Director, Department of Personnel Administration North Building, Suite 400 1515 S Street Sacramento, California 95814 Charles F. Valdes Attorney California Department of Transportation P.O. Box 1438 Sacramento, California 95807 William Rosenberg Retired 5362 Algarrobo, Unit N Laguna Hills, California 92653 Jerry Cremins Retired 3720 Fairmeade Road Pasadena, California 91107 Alfred Villalobos Private Investment Banker 4431 Nogales Drive Tarzana, California 91356 EXHIBIT INDEX Number Page 99.12* Letter Agreement dated February 21, 1994 between BAREIA and Itel Corporation. 11 *Filed as Exhibit 99 pursuant to EDGAR rules. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. __________)* CATELLUS DEVELOPMENT CORPORATION (Name of Issuer) Common Stock, $0.01 par value (Title of Class of Securities) 149-111-106 (CUSIP Number) Neil G. Bluhm JMB/Bay Area Partners 44 Montgomery Street, 37th Floor San Francisco, CA 94104 (415) 772-3500 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) December 4, 1990 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ]. Check the following box if a fee is being paid with the statement [ x ] (a fee is not required only if the reporting person: [ x ] (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and [ ] (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7.) Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). SCHEDULE 13D CUSIP No. 149-111-106 Page 2 of 52 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Bay Area Real Estate Investment Associates L.P. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS* 00 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(E) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION California NUMBER OF 7 SOLE VOTING POWER SHARES BENEFICIALLY 0 OWNED BY EACH REPORTING 8 SHARED VOTING POWER PERSON WITH 10,740,538 9 SOLE DISPOSITIVE POWER 0 10 SHARED DISPOSITIVE POWER 10,740,538 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 10,740,538 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) approx. 19.9% 14 TYPE OF REPORTING PERSON* PN *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13D CUSIP No. 149-111-106 Page 3 of 52 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON California Public Employees' Retirement System I.R.S. I.D. No. 94-620-7465 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS* WC 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(E) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION Unit of the State and Consumer Services Agency of the State of California NUMBER OF SHARES 7 SOLE VOTING POWER BENEFICIALLY OWNED BY EACH 269,168 REPORTING PERSON WITH 8 SHARED VOTING POWER 10,740,538 9 SOLE DISPOSITIVE POWER 269,168 10 SHARED DISPOSITIVE POWER 10,740,538 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11,009,706 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) approx. 20.40% 14 TYPE OF REPORTING PERSON* EP *SEE INSTRUCTIONS BEFORE FILLING OUT! Item 1. Security and Issuer. This Statement relates to the common stock, par value $0.01 per share (the "Common Stock"), of Catellus Development Corporation, a Delaware corporation (the "Issuer"), which has its principal executive offices at 201 Mission Street, San Francisco, California 94105. The Common Stock of the Issuer became registered under the Securities Exchange Act of 1934 (the "Exchange Act") in connection with the transaction described in Item 5(c). Item 2. Identity and Background. This Statement is filed on behalf of the following persons, who are collectively referred to as the "Filing Persons": California Public Employees' Retirement System ("CalPERS") is a governmental employee pension fund, which is a unit of the State and Consumer Services Agency of the State of California, with its principal office and business located at Lincoln Plaza, 400 P Street, Sacramento, California. Bay Area Real Estate Investment Associates L.P. ("BAREIA") is a limited partnership formed under the California Revised Limited Partnership Act, with its principal office and business located at 44 Montgomery Street, 37th Floor, San Francisco, California. BAREIA is principally engaged in the business of owning, holding and disposing of its investment in the Common Stock. CalPERS is the sole limited partner of BAREIA. Information concerning the executive officers and members of the Board of Administration of CalPERS is set forth in Schedule A to this statement. Each of such executive officers and members of the Board of Administration is a citizen of the United States. The general partner of BAREIA is JMB/Bay Area Partners, an Illinois general partnership. The general partners of JMB/Bay Area Partners are JMB/IH-II, Inc., an Illinois corporation, which is the managing partner, and JMB Acquisition Associates, an Illinois general partnership. Information concerning the executive officers and directors of JMB/IH-II, Inc. is set forth in Schedule B to this statement. Each of such executive officers and directors is a citizen of the United States. None of the Filing Persons nor, to the best of their knowledge, any person named in this Item 2 or in Schedule A or B to this statement, during the last five years (i) has been convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors); or (ii) has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Item 3. Sources and Amount of Funds or Other Considerations. On December 29, 1989, BAREIA purchased 19.9% of the Common Stock of the Issuer for $398,000,000 using funds contributed to BAREIA as capital by CalPERS and by BAREIA's general partner, JMB Bay Area Partners. CalPERS has made capital contributions to BAREIA totaling $479,998,080 from pension trust funds under CalPERS' administration. JMB/Bay Area Partners has made capital contributions to BAREIA totaling $961,920 from its working capital funds. On December 4, 1990, CalPERS acquired 312,168 shares from Santa Fe Pacific Corporation ("Santa Fe") pursuant to a spin-off transaction as described more fully in Item 5(c). These 312,168 shares have been reduced to 269,168 shares pursuant to sales transactions conducted since December 4, 1990 as described more fully in Item 5(c). Item 4. Purpose of the Transaction. The Filing Persons have acquired the shares of Common Stock reported herein for investment purposes. The Filing Persons may from time to time seek to increase, reduce or dispose of their investment in the Common Stock in the open market, in privately negotiated transactions or otherwise. The determination to effect any such transactions will depend, among other things, on the market price of the Common Stock, availability of funds, borrowing costs, market conditions, developments affecting the Issuer and the Filing Persons, other opportunities available to the Filing Persons and other considerations. The Filing Persons intend, from time to time, to review their investment in the Issuer and to take such action with respect to their investment as they consider desirable in light of the circumstances then prevailing. In December 1989, BAREIA acquired 19.9% of the Common Stock of the Issuer directly from the Issuer. At the time of this investment, BAREIA entered into three agreements with Itel Corporation ("Itel") and with Olympia & York Developments Limited ("O&Y") or its wholly owned subsidiary, Olympia & York SF Holdings Corporation. BAREIA, Itel and O&Y are the three principal stockholders of the Issuer. According to the Schedule 13D filed by Itel on November 19, 1990, Itel expected to receive 6,123,407 shares (12.4%) of the Common Stock of the Issuer as a result of the transaction described in Item 5(c). According to the Form 10 filed by the Issuer on November 20, 1990, O&Y was expected to receive 7,382,656 shares (14.95%) of the Common Stock of the Issuer as a result of the transaction described in Item 5(c). The agreements among the parties are discussed below. Long-Term Stockholders Agreement. BAREIA, Itel and Olympia & York SF Holdings Corporation have entered into a Long-Term Stockholders Agreement dated December 29, 1989 (the "Stockholders Agreement") effective as of December 4, 1990 pursuant to which each party has agreed to certain arrangements regarding the election of directors of the Issuer and certain restrictions on transfer of its Common Stock. Each party has agreed to vote its shares of Common Stock to set the number of directors constituting the Board of Directors of the Issuer at nine and to elect the following nominees as directors of the Issuer: two nominees of each party (six nominees in the aggregate); the Chief Executive Officer of the Issuer and two individuals who are not affiliates of the Issuer or of any party to the Stockholders Agreement, as selected by the Nominating Committee of the Board of Directors of the Issuer (which shall consist of one representative of each of the parties and one person who is not an affiliate of any such party or the Issuer). These voting provisions will remain in effect with respect to a party provided such party owns at least 10% of the issued and outstanding Common Stock. If a party's beneficial ownership is reduced to less than 10% but remains more than 5%, such party shall be entitled to one nominee. The current BAREIA representatives on the Board of Directors of the Issuer are Judd D. Malkin and Darla Totusek Flanagan. The Stockholders Agreement also provides for certain rights of first offer and rights of inclusion with respect to the transfer of Common Stock. Pursuant to the right of first offer, each time a party to the Stockholders Agreement proposes to offer for sale any shares of Common Stock, such party must first make an offering of such Common Stock to each other party (which has the right to purchase the shares pro rata) before the offering party otherwise sells or disposes of such Common Stock. The right of first offer does not apply to certain corporate transactions or to sales of Common Stock by a party in unsolicited "brokers' transactions," as defined in Rule 144 under the Securities Act of 1933, as amended (the "Securities Act"), at a price equal to the price generally prevailing in the market. If any party or parties decide to sell Common Stock constituting more than 20% of the then outstanding Common Stock, the remaining non-participating party or parties must be given notice and the right to participate in the sale. The Stockholders Agreement is attached hereto as Exhibit 1 and is incorporated by reference herein. Registration Rights Agreement. The Issuer has entered into a Registration Rights Agreement with BAREIA, Itel and Olympia & York SF Holdings Corporation dated December 29, 1989 (the "Registration Rights Agreement") effective as of December 4, 1990. The Registration Rights Agreement generally permits any person (a "Holder") owning Registrable Securities (as defined in the Registration Rights Agreement) to require the Issuer to file a registration statement under the Securities Act, at the Issuer's expense, covering not less than 20% of the Registrable Securities of such Holder (or a lesser percent if the aggregate offering price net of underwriting discounts and commissions would exceed $75 million). No such registration may be requested within the 90-day period following December 4, 1990. Each Holder may demand two such registrations, and may participate in registrations requested by any other Holder, subject to certain volume limitations. In addition, if at any time the Issuer proposes to register any Common Stock or other securities under the Securities Act in connection with a public offering of such securities solely for cash, each Holder has the right to request that any of its Registrable Securities be included in such registration statement, subject to certain volume limitations. The Registration Rights Agreement is attached hereto as Exhibit 2 and is incorporated by reference herein. Stockholder Spin-Off Representation Agreement. BAREIA, Itel and O&Y have entered into a Stockholder Spin-Off Representation Agreement dated December 29, 1989 (the "Stockholder Representation Agreement"). Pursuant to the Stockholder Representation Agreement, the parties, in addition to agreeing to make certain representations in connection with the distribution of securities described under Item 5(c), have agreed (i) not to make a tender or exchange offer for any Common Stock for a period of one year commencing December 4, 1990, except in response to a bona fide unsolicited tender or exchange offer, and (ii) to support any resolution by the Board of Directors of the Issuer not to support any tender or exchange offer except under certain conditions for a nine-month period commencing December 4, 1990. The Stockholder Representation Agreement is attached hereto as Exhibit 3 and is incorporated by reference herein. Other than as described above, the Filing Persons have no current plans or proposals which relate to or would result in: (a) the acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer; (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; (d) any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board; (e) any material change in the present capitalization or dividend policy of the Issuer; (f) any other material change in the Issuer's business or corporate structure; (g) changes in the Issuer's charter, bylaws or instruments corresponding thereto or their actions which may impede the acquisition of control of the Issuer by any person; (h) causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Exchange Act; or (j) any action similar to any of those enumerated above. Item 5. Interest in Securities of the Issuer. (a)-(b) The aggregate number and percentage of the outstanding Common Stock of the Issuer beneficially owned by each of the Filing Persons, and the Filing Person as a group, are as follows: CalPERS has sole power to vote or to direct the vote and sole power to dispose or to direct the disposition of 269,168 shares, which CalPERS owns individually as a result of the distribution described in Item 5(c) below. As the sole limited partner of BAREIA, CalPERS may be deemed to have shared power to vote or to direct the vote and shared power to dispose or to direct the disposition of 10,740,538 shares. Accordingly, in the aggregate, CalPERS may be deemed to beneficially own 11,009,706 shares of the outstanding Common Stock of the Issuer, which constitutes approximately 20.40% of such Common Stock. BAREIA beneficially owns 10,740,538 shares of the outstanding Common Stock of the Issuer, which constitutes approximately 19.9% of such Common Stock. BAREIA has shared power to dispose or to direct the disposition of and shared power to vote or to direct the vote of such 10,740,538 shares. To the best of the knowledge of the Filing Persons, no other person named in Item 2 or in Schedule A or B beneficially owns any shares of Common Stock of the Issuer. As a result of the agreements described in Item 4, BAREIA and CalPERS believe that BAREIA, Itel and O&Y might be deemed to comprise a group within the meaning of Section 13(d)(3) of the Exchange Act. However, BAREIA disclaims any beneficial ownership of Common Stock of the Issuer owned by either Itel or O&Y. For further information regarding the ownership of the Common Stock of the Issuer by Itel and O&Y, reference should be made to the Schedule 13D filings of those parties. (c) On November 19, 1990, the board of directors of Santa Fe authorized the distribution (the "Distribution") to holders of Santa Fe's common stock of all the outstanding shares of Common Stock of the Issuer held by Santa Fe prior to the Distribution. Prior to the Distribution, CalPERS beneficially owned 1,248,673 shares of Santa Fe common stock. Shares of Common Stock of the Issuer were distributed on December 4, 1990 to holders of record of Santa Fe common stock at the close of business on November 29, 1990 (the "Record Date") on the basis of one share of Common Stock for every four shares of Santa Fe common stock held on the Record Date. As a result of the Distribution, CalPERS received 312,168 shares of the Common Stock. Since the Distribution, CalPERS has sold on the New York Stock Exchange shares of the Common Stock received in the Distribution as follows: Number of Price Date Shares Sold Per Share ($) December 6, 1990 20,000 9.6875 December 7, 1990 10,000 9.625 December 10, 1990 13,000 9.1538 No other transactions with respect to the Common Stock have been effected by the Filing Persons during the past 60 days. To the best of the knowledge of the Filing Persons, none of the other persons named in Item 2 or Schedule A or B has engaged in any transactions with respect to the Common Stock during the past 60 days. (d) None. (e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationship with Respect to Securities of the Issuer. In December 1989, BAREIA purchased from the Issuer a convertible debenture in the principal amount of $75 million, due on December 28, 1994, that may be converted, at any time after December 31, 1991 until final maturity, into shares of the Common Stock of the Issuer at a conversion price per share equal to the market price. The market price will be determined to be the average closing price per share for the Common Stock on the New York Stock Exchange for the 30 trading days immediately preceding the conversion date. Except as described in this Schedule 13D, there are no other contracts, arrangements, understandings or relationships (legal or otherwise) among the persons named in Item 2 and between such persons and any other persons with respect to any securities of the Issuer. Item 7. Material to be Filed as Exhibits. 1. Long-Term Stockholders Agreement, dated as of December 29, 1989, among Bay Area Real Estate Investment Associates L.P., Olympia & York SF Holdings Corporation and Itel Corporation. 2. Registration Rights Agreement, dated as of December 29, 1989, among Bay Area Real Estate Investment Associates L.P., Olympia & York SF Holdings Corporation and Itel Corporation. 3. Stockholder Spin-off Representation Agreement, dated as of December 29, 1989, among Bay Area Real Estate Investment Associates L.P., Olympia & York Developments Limited and Itel Corporation. 4. Joint Filing Agreement dated December 12, 1990. SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: December 12, 1990 BAY AREA REAL ESTATE INVESTMENT ASSOCIATES L.P. By: JMB/Bay Area Partners, an Illinois general partnership, its General Partner By: JMB/IH-II, Inc., a General Partner By: /s/ Neil G. Bluhm Neil G. Bluhm Title: President SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: December 12, 1990 CALIFORNIA PUBLIC EMPLOYEES' RETIREMENT SYSTEM By: /s/ Dale M. Hanson Dale M. Hanson Title: Executive Officer SCHEDULE A CALIFORNIA PUBLIC EMPLOYEES' RETIREMENT SYSTEM Listed below are the executive officer and members of the Board of Administration of the California Public Employees' Retirement System and their present principal occupations and residence or business addresses. Executive Officer Dale M. Hanson Executive Officer California Public Employees' Retirement System Lincoln Plaza 400 P Street Sacramento, California 94229 Members of the Board of Administration Robert Carlson Retired 2120 Lambeth Way Carmichael, California 95608 Thomas Clark Optometrist 5479 Abbeyfield Street Long Beach, California 90815 William Crist Professor of Economics California State University, Stanislaus 801 West Monte Vista Avenue Turlock, California 95380 Gray Davis Controller of the State of California 300 Capitol Mall, 18th floor Sacramento, California 95814 Bill D. Ellis Retired 43-401 Arabia Street Indio, California 92201 Jake Petrosino Planning Graphics Supervisor City Hall 200 South Anaheim Boulevard Anaheim, California 92805 Kurato Shimada Landscape/Grounds Custodial Supervisor Oak Grove School District 6578 Santa Teresa Boulevard San Jose, California 95119 Thomas Hayes Treasurer of the State of California 915 Capitol Mall, Room 110 Sacramento, California 95814 David Tirapelle Director, Department of Personnel Administration North Building, Suite 400 1515 S Street Sacramento, California 95814 Charles P. Valdes Attorney California Department of Transportation P. O. Box 1438 Sacramento, California 95807 Madale Watson Housewife 437 North Irving Boulevard Los Angeles, California 90004 Jack Wickware Vice President, General Counsel Metropolitan Life Insurance Company P. O. Box 3872 San Francisco, CA 94119-3872 Lorrie Ward Assistant to the Governor Governor's Office State Capitol, First Floor Sacramento, California 95814 SCHEDULE B JMB/IH-II, INC. Listed below are the executive officers and director of JMB/IH-II, Inc. The principal occupation of each person is as an employee of JMB Realty Corporation or JMB/IH-II, Inc., and the business address of each person is 900 North Michigan Avenue, Chicago, Illinois 60611. Executive Officers H. Rigel Barber Vice President Neil G. Bluhm President Robert J. Chapman Vice President Burton E. Glazov Vice President Jeffrey Gluskin Vice President R. D. Godsey Vice President David T. Hejna Vice President, Associate General Counsel & Assistant Secretary Howard Kogen Vice President & Controller Marvin Lederman Vice President & Treasurer Judd D. Malkin Chairman Avrum Miller Vice President & Controller Stuart C. Nathan Vice President Gary Nickele Vice President, Assistant Secretary & General Counsel Dennis M. Quinn Associate General Counsel & Assistant Secretary Joan L. Weyer Assistant Secretary Kevin B. Yates Secretary & Assistant Vice President Director Neil G. Bluhm EXHIBIT INDEX Number Page 1 Long-Term Stockholders Agreement, dated as of December 29, 1989, among Bay Area Real Estate Investment Associates L.P., Olympia & York SF Holdings Corporation and Itel Corporation. 17 2 Registration Rights Agreement, dated as December 29, 1989, among Bay Area Real Estate Investment Associates, L.P., Olympia & York SF Holdings Corporation and Itel Corporation. 30 3 Stockholder Spin-Off Representation Agreement, dated as of December 29, 1989, among Bay Area Real Estate Investment Associates L.P., Olympia & York Developments Limited and Itel Corporation. 44 4 Joint Filing Agreement dated December 12, 1990. 50 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 AMENDMENT NO. 1 to SCHEDULE 13D Under the Securities Exchange Act of 1934 CATELLUS DEVELOPMENT CORPORATION (Name of Subject Company) Common Shares, $0.01 par value (Title of Class of Securities) 149-111-106 (CUSIP Number) Judd D. Malkin JMB/Bay Area Partners 44 Montgomery Street, 37th Floor San Francisco, California 94014 Tel. No. (415) 772-3500 (Name, Address and Telephone Number of Persons Authorized to Receive Notices and Communications) October 30, 1992 (Date of Event Which Requires Filing of this Statement) This Amendment No. 1 amends and supplements the Statement on Schedule 13D (the "Schedule 13D") filed by California Public Employees' Retirement System ("CalPERS"), a governmental employee pension fund, which is a unit of the State and Consumer Services Agency of the State of California, and Bay Area Real Estate Investment Associates L.P. ("BAREIA"), a limited partnership formed under the California Revised Limited Partnership Act of which CalPERS is the sole limited partner, with respect to the common stock, par value $0.01 per share (the "Common Stock") of Catellus Development Corporation, a Delaware corporation (the "Issuer"). Capitalized terms used but not defined in this Amendment No. 1 have the meanings given to such terms in the Schedule 13D. Item 2. Identity and Background. Information with respect to persons identified in Schedule A and Schedule B of Item 2 is amended as follows: Information concerning the current executive officers and members of the Board of Administration of CalPERS is set forth in Schedule A to this Amendment No. 1. Each of such executive officers and members of the Board of Administration is a citizen of the United States. Information concerning the current executive officers and directors of JMB/IH-II, Inc. is set forth in Schedule B to this Amendment No. 1. Each of such executive officers and directors is a citizen of the United States. To the best of the knowledge of the filing persons, no person named in Schedule A or Schedule B to this Amendment No. 1 during the last five years (i) has been convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors); or (ii) has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Item 3. Sources and Amount of Funds. Item 3 is amended by adding to the end thereof the following information: On October 30, 1992, BAREIA executed a letter of intent ("1992 LOI") with the Issuer which provides that, subject to the negotiation and execution of a definitive agreement and certain other conditions specified in the 1992 LOI, BAREIA would convert its 13-1/2% Convertible Debenture due December 29, 1994 of the Issuer (the "Debenture") into Common Stock of the Issuer, based upon the stock price reflected in a concurrent public equity offering by the Issuer based on an agreed value of the Debenture of $141 Million. The 1992 LOI also contemplates that BAREIA would purchase additional shares of Common Stock in the public offering. It presently is anticipated that funds for any additional purchases by BAREIA will be contributed 99.8% by CalPERS and 0.2% by JMB/Bay Area Partners, that such contributions by CalPERS will be from pension trust funds under its administration, and that JMB/Bay Area Partners contributions will be from its working capital funds. The descriptions of the terms and provisions of the Debenture and the 1992 LOI are qualified in their entirety by reference to the text of the Debenture and the 1992 LOI, which are filed as Exhibits 5 and 6, respectively hereto and incorporated herein by this reference. Item 4. Purpose of the Transaction. Item 4 is amended by adding to the end thereof the following information: On October 30, 1992, BAREIA executed the 1992 LOI. The description of the terms and provisions of the Debenture and the 1992 LOI are qualified in their entirety by reference to the text of the Debenture and the 1992 LOI, which are filed as Exhibits 5 and 6, respectively hereto and incorporated herein by this reference. Item 5. Interest in Securities of Issuer. Item 5 is amended by adding to the end of 5(a)-(b) the following information: On October 30, 1992, BAREIA executed the 1992 LOI. The number of additional shares of Common Stock that would be obtained by BAREIA if the conversion of the Debenture and concurrent public offering transpire as described in the 1992 LOI depends upon the price and number of shares sold in the public offering. For example, at a price of $6.50 per share, BAREIA would acquire an additional 21,692,307 shares upon the conversion, which would result in BAREIA owning approximately 42.9% of the outstanding Common Stock. This percentage would be maintained by additional purchases of Common Stock by BAREIA in the public offering. Any increases in the Common Stock owned by BAREIA would result in corresponding increases in the beneficial ownership of Common Stock by CalPERS. The descriptions of the terms and provisions of the Debenture and the 1992 LOI are qualified in their entirety by reference to the text of the Debenture and the 1992 LOI, which are filed as Exhibits 5 and 6, respectively hereto and incorporated herein by this reference. Item 6. Contracts, Arrangements, Understandings Where Relationship With Respect to Securities of the Issuer. Item 6 is amended by adding to the end thereof the following information: On October 30, 1992, BAREIA executed the 1992 LOI. The description of the terms and provisions of the Debenture and the 1992 LOI are qualified in their entirety by reference to the text of the Debenture and the 1992 LOI, which are filed as Exhibits 5 and 6, respectively hereto and incorporated herein by this reference. Item 7. Material to be Filed as Exhibits: Item 7 is hereby amended by adding the following exhibit. 5. Form of 13-1/2% Convertible Debenture of the Issuer due December 28, 1994. 6. Letter of Intent dated October 30, 1992 between BAREIA and the Issuer. SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this amendment is true, complete and correct. Date: October , 1992 BAY AREA REAL ESTATE INVESTMENT ASSOCIATES L.P. By: JMB/Bay Area Partners, an Illinois general partnership, its General Partner By: JMB/IH-II, Inc., a General Partner By: /s/ Judd D. Malkin Name: Judd D. Malkin Title: Chairman SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this amendment is true, complete and correct. Date: October 22, 1992 CALIFORNIA PUBLIC EMPLOYEES' RETIREMENT SYSTEM By: /s/ James E. Burton Name: James E. Burton Title: Assistant Executive Officer Investment Operations SCHEDULE A CALIFORNIA PUBLIC EMPLOYEES' RETIREMENT SYSTEM Listed below are the executive officers and members of the Board of Administration of the California Public Employees' Retirement System and their present principal occupations and residence or business addresses. Executive Officers Dale M. Hanson Executive Officer California Public Employees' Retirement System Lincoln Plaza 400 P Street Sacramento, California 94229 James E. Burton Assistant Executive Officer/Investment Operations California Public Employees' Retirement Systems Lincoln Plaza 400 P Street Sacramento, California 94229 Members of the Board of Administration Kathleen Brown Treasurer of the State of California 915 Capitol Mall, Room 110 Sacramento, California 95814 Robert Carlson Retired 2120 Lambeth Way Carmichael, California 95608 Thomas Clark Optometrist 5479 Abbeyfield Street Long Beach, California 90815 William Crist Professor of Economics California State University - Stanislaus 801 Monte Vista Avenue Turlock, California 95380 Gray Davis Controller of the State of California 300 Capitol Mall, 18th Floor Sacramento, California 95814 Members of the Board of Administration (cont'd) Bill D. Ellis Equipment Mechanic 43-401 Arabia Street Indio, California 92201 Jake Petrosino Planning Graphics Supervisor City Hall 200 South Anaheim Boulevard Anaheim, California 92805 Kurato Shimada Landscape/Grounds Custodial Supervisor Oak Grove School District 6578 Santa Teresa Boulevard San Jose, California 95119 David Tirapelle Director, Department of Personnel Administration North Building, Suite 400 1515 S Street Sacramento, California 95814 Charles P. Valdes Attorney California Department of Transportation P.O. Box 1438 Sacramento, California 95807 Lorrie Ward Member, State Personnel Board 11549 Sutters Mill Circle Gold River, California 95670 Madale Watson Housewife 437 N. Irving Boulevard Los Angeles, California 90004 Jack Wickware Vice President, General Counsel Metropolitan Life Insurance Co. P.O. Box 3872 San Francisco, California 94119-3872 SCHEDULE B Listed below are the executive officers and director of JMB/IH-II, Inc. The principal occupation of each person is as an employee of JMB Realty Corporation of JMB/IH-II, Inc., and the business address of each person is 900 N. Michigan Avenue, Chicago, Illinois 60611. Executive Officers H. Rigel Barber Vice President Neil G. Bluhm President Robert J. Chapman Vice President Jeffrey Gluskin Vice President R.D. Godsey Vice President David T. Hejna Vice President, Associate General Counsel and Assistant Secretary Howard Kogen Vice President and Treasurer Judd D. Malkin Chairman Avrum Miller Vice President and Controller Gary Nickele Vice President, Assistant Secretary and General Counsel Joan V. Weyer Assistant Secretary Kevin B. Yates Secretary and Assistant Vice President Director Gary Nickele EXHIBIT INDEX Number Page 5 Form of 13-1/2% Convertible Debenture of Catellus Development Corporation due December 28, 1994 . . . . . . . . . . . . . 11 6 Letter of Intent, dated October 30, 1992, between Catellus Development Corporation and Bay Area Real Estate Investment Associates L.P. . . . . . . . . . . . . . . 21 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 AMENDMENT NO. 2 to SCHEDULE 13D Under the Securities Exchange Act of 1934 CATELLUS DEVELOPMENT CORPORATION (Name of Subject Company) Common Shares, $0.01 par value (Title of Class of Securities) 149-111-106 (CUSIP Number) Judd D. Malkin JMB/Bay Area Partners 100 Bush Street, 27th Floor San Francisco, California 94014 Tel. No. (415) 772-3500 (Name, Address and Telephone Number of Persons Authorized to Receive Notices and Communications) January 15, 1993 (Date of Event Which Requires Filing of this Statement This Amendment No. 2 amends and supplements the Statement on Schedule 13D (the "Schedule 13D") filed by California Public Employees' Retirement System ("CalPERS"), a governmental employee pension fund, which is a unit of the State and Consumer Services Agency of the State of California, and Bay Area Real Estate Investment Associates L.P. ("BAREIA"), a limited partnership formed under the California Revised Limited Partnership Act of which CalPERS is the sole limited partner, with respect to the common stock, par value $0.01 per share (the "Common Stock") of Catellus Development Corporation, a Delaware corporation (the "Issuer"). Capitalized terms used but not defined in this Amendment No. 2 have the meanings given to such terms in the Schedule 13D. Item 3. Sources and Amount of Funds. Item 3 is amended by adding to the end thereof the following information: On January 15, 1993, BAREIA and the Issuer executed an Agreement (the "1993 Agreement") which provides that, among other things, upon satisfaction of certain conditions specified in the 1993 Agreement, BAREIA would convert its 13-1/2% Convertible Debenture due December 29, 1994 of the Issuer (the "Debenture") into Common Stock of the Issuer with an aggregate value of $141 million (assuming conversion by February 15, 1993) with a conversion price based upon the Common Stock price at the time of a concurrent public equity offering by the issuer. Concurrently with the public offering, BAREIA will purchase from the Issuer a number of shares of the class of securities sold in the public offering calculated so that BAREIA purchases a portion of the total number of shares of such class being sold (to BAREIA and in the public offering) equal to BAREIA's percentage ownership of the outstanding Common Stock (giving effect to the conversion of the Debenture but not to the public offering). Among the conditions to BAREIA's obligations under the 1993 Agreement are execution and delivery by Olympia & York SF Holdings Corporation, Itel Corporation and the Issuer of a Stockholder's Agreement and a First Amendment to the Registration Rights Agreement among those parties and BAREIA. The forms of Stockholders' Agreement and First Amendment to Registration Rights Agreement are attached as exhibits to the 1993 Agreement. It presently is anticipated that funds for any additional purchases by BAREIA will be contributed 99.8% by CalPERS and 0.2% by JMB/Bay Area Partners, that such contributions by CalPERS will be from pension trust funds under its administration, and that JMB/Bay Area Partners contributions will be from its working capital funds. The descriptions of the terms and provisions of the 1993 Agreement are qualified in their entirety by reference to the text of the 1993 Agreement, which is filed as Exhibit 7 and incorporated herein by this reference. Item 4. Purpose of the Transaction. Item 4 is amended by adding to the end thereof the following information: On January 15, 1993, BAREIA executed the 1993 Agreement. The description of the terms and provisions of the 1993 Agreement are qualified in their entirety by reference to the text of the 1993 Agreement, which is filed as Exhibit 7 hereto and incorporated herein by this reference. Item 5. Interest in Securities of Issuer. Item 5 is amended by adding to the end of 5(a)-(b) the following information: On January 15, 1993, BAREIA executed the 1993 Agreement. The number of additional shares of Common Stock that would be obtained by BAREIA if the conversion of the Debenture and concurrent public offering transpire as described in the 1993 Agreement depends upon the date of the closing under the 1993 Agreement, the market price for the Common Stock of the Issuer, and, if the public offering involves Common Stock, the price and number of shares sold in the public offering. For example, at a price of $6.50 per share, BAREIA would acquire an additional 21,692,307 shares upon the conversion if the closing occurs on or before February 15, 1993, which would result in BAREIA owning approximately 42.9% of the outstanding Common Stock. This percentage would be maintained by additional purchases of Common Stock by BAREIA in the public offering if the public offering were to involve Common Stock. Any increases in the Common Stock owned by BAREIA would result in corresponding increases in the beneficial ownership of Common Stock by CalPERS. The descriptions of the terms and provisions of 1993 Agreement are qualified in their entirety by reference to the text of the 1993 Agreement, which is filed as Exhibit 7 hereto and incorporated herein by this reference. Item 6. Contracts, Arrangements, Understandings Where Relationship With Respect to Securities of the Issuer. Item 6 is amended by adding to the end thereof the following information: On January 15, 1993, BAREIA executed the 1993 Agreement. The description of the terms and provisions of the 1993 Agreement are qualified in their entirety by reference to the text of the 1993 Agreement, which is filed as Exhibit 7 hereto and incorporated herein by this reference. Item 7. Material to be Filed as Exhibits: Item 7 is hereby amended by adding the following exhibits. 7. Agreement dated as of January 14, 1993 between the Issuer and BAREIA (including form of Stockholders' Agreement and form of First Amendment to Registration Rights Agreement). SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: January 20, 1993 BAY AREA REAL ESTATE INVESTMENT ASSOCIATES L.P. By: JMB/Bay Area Partners, an Illinois general partnership, its General Partner By: JMB/IH-II, Inc., a General Partner By: /s/ Judd D. Malkin Judd D. Malkin Chairman SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: January 20, 1993 CALIFORNIA PUBLIC EMPLOYEES' RETIREMENT SYSTEM By: /s/ James E. Burton James E. Burton Assistant Executive Officer Investment Operations EXHIBIT INDEX Number Page 7 Agreement dated as of January 14, 1993 between the Issuer and BAREIA (including form of Stockholders' Agreement and form of First Amendment to Registration Rights Agreement. . . . . . . . . . . . . . . . . 8 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 AMENDMENT NO. 3 to SCHEDULE 13D Under the Securities Exchange Act of 1934 CATELLUS DEVELOPMENT CORPORATION (Name of Subject Company) Common Shares, $0.01 par value (Title of Class of Securities) 149-111-106 (CUSIP Number) Judd D. Malkin JMB/Bay Area Partners 100 Bush Street, 27th Floor San Francisco, California 94014 Tel. No. (415) 772-3500 (Name, Address and Telephone Number of Persons Authorized to Receive Notices and Communications) February 11, 1993 (Date of Event Which Requires Filing of this Statement) SCHEDULE 13D CUSIP No. 149-111-106 Page 2 of 47 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Bay Area Real Estate Investment Associates, L.P. I.R.S. I.D. No. 94-310-4456 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS* 00 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(E) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION California NUMBER OF SHARES 7 SOLE VOTING POWER BENEFICIALLY OWNED BY EACH REPORTING 0 PERSON WITH 8 SHARED VOTING POWER 37,488,174 9 SOLE DISPOSITIVE POWER 0 10 SHARED DISPOSITIVE POWER 37,488,174 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 37,488,174 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) approx. 46.4% 14 TYPE OF REPORTING PERSON* PN *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13D CUSIP No. 149-111-106 Page 3 of 47 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON California Public Employees' Retirement System I.R.S. I.D. No. 94-620-7465 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS* WC 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(E) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION Unit of the State and Consumer Services Agency of the State of California NUMBER OF SHARES 7 SOLE VOTING POWER BENEFICIALLY OWNED BY EACH 269,168 REPORTING PERSON WITH 8 SHARED VOTING POWER 37,488,174 9 SOLE DISPOSITIVE POWER 269,168 10 SHARED DISPOSITIVE POWER 37,488,174 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 37,757,342 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) approx. 46.8% 14 TYPE OF REPORTING PERSON* EP *SEE INSTRUCTIONS BEFORE FILLING OUT! This Amendment No. 3 amends and supplements the Statement on Schedule 13D (the "Schedule 13D") filed by California Public Employees' Retirement System ("CalPERS"), a governmental employee pension fund, which is a unit of the State and Consumer Services Agency of the State of California, and Bay Area Real Estate Investment Associates L.P. ("BAREIA"), a limited partnership formed under the California Revised Limited Partnership Act of which CalPERS is the sole limited partner, with respect to the common stock, par value $0.01 per share (the "Common Stock") of Catellus Development Corporation, a Delaware corporation (the "Issuer"). Capitalized terms used but not defined in this Amendment No. 3 have the meanings given to such terms in the Schedule 13D. Item 3. Sources and Amount of Funds. Item 3 is amended by adding to the end thereof the following information: On February 11, 1993, BAREIA converted its 13-1/4% Convertible Debenture due December 29, 1994 of the Issuer (the "Debenture") into 18,989,899 shares of Common Stock of the Issuer. Concurrently with such conversion, BAREIA purchased from the Issuer 1,405,702 shares of the Issuer's $3.75 Series A Cumulative Convertible Preferred Stock ("Preferred Stock") for a cash purchase price of $70,285,100 using funds contributed to BAREIA's capital by CalPERS and by BAREIA's general partner, JMB/Bay Area Partners. The conversion and the purchase were made pursuant to the Agreement dated as of January 14, 1993, as amended, between the Issuer and the BAREIA (the "1993 Agreement"). In connection with such transaction, CalPERS made a capital contribution to BAREIA of approximately $70,600,000 from pension trust funds under CalPERS' administration, and JMB/Bay Area Partners made a capital contribution to BAREIA totalling approximately $141,483 from its working capital funds. The 1,405,702 shares of Preferred Stock currently are convertible at the option of the holder into 7,757,737 shares of Common Stock of the Issuer. Item 4. Purpose of the Transaction. Item 4 is amended by adding to the end thereof the following information: On February 11, 1993 BAREIA executed and delivered: (i) Amendment No. 1 to the 1993 Agreement between BAREIA and the Issuer ("Amendment No. 1"); (ii) the Stockholders Agreement dated as of January 29, 1993 among BAREIA, the Issuer, Olympia & York SF Holdings Corporation, an Ontario corporation ("O&Y") and Itel Corporation, a Delaware corporation ("Itel") (the "Stockholders Agreement"); (iii) the First Amendment to Registration Rights Agreement dated as of January 29, 1993 among BAREIA, the Issuer, O&Y and Itel (the "Registration Rights Amendment"), and (iv) the Standby Stockholders Agreement dated as of February 4, 1993 among BAREIA, the Issuer and Itel. The descriptions of the terms and provisions of Amendment No. 1, the Stockholders Agreement, the Registration Rights Amendment and the Standby Stockholders Agreement are qualified in their entirety by reference to the text of such agreements, which are filed as Exhibits 8, 9, 10 and 11, respectively, hereto and incorporated herein by this reference. Item 5. Interest in Securities of Issuer. Item 5 is amended by adding to the end of 5(a)-(c) the following information: On February 11, 1993 BAREIA converted the Debenture into 18,989,899 shares of Common Stock of the Issuer. Concurrently with such conversion, BAREIA purchased from the Issuer 1,405,702 shares of Preferred Stock, which shares of Preferred Stock currently are convertible at the option of the holder into 7,757,737 shares of Common Stock of the Issuer. The conversion of the Debenture and the purchase were made pursuant to the 1993 Agreement. CalPERS has sole power to vote or to direct the vote of and sole power to dispose of or to direct the disposition of 269,168 shares of Common Stock which CalPERS owns individually. As the sole limited partner of BAREIA, CalPERS may be deemed to have shared power to vote or to direct the vote of and shared power to dispose of or direct the disposition of 37,488,174 shares of Common Stock, including 7,757,737 shares of Common Stock currently issuable upon conversion of the shares of Preferred Stock referred to above. Accordingly, in the aggregate CalPERS may be deemed to beneficially own 37,757,342 shares of Common Stock of the Issuer, which would constitute approximately 46.8% of such Common Stock. BAREIA beneficially owns 37,488,174 shares of Common Stock of the Issuer, including 7,757,737 shares of Common Stock currently issuable upon conversion of the Preferred Stock referred to above, which would constitute approximately 46.4% of such Common Stock. BAREIA has shared power to dispose of or to direct the disposition of and shared power to vote or direct the vote of such shares. By reason of the agreements described in Item 4, BAREIA, Itel and O&Y might be deemed to comprise a group within the meeting of Section 13(d)(3) of the Exchange Act. However, BAREIA disclaims any beneficial ownership of Common Stock of the Issuer owned by either Itel or 0&Y. On February 11, 1993 BAREIA executed and delivered Amendment No. 1, the Stockholders Agreement, the Registration Rights Amendment and the Standby Stockholders Agreement. The descriptions of the terms and provisions of such agreements are qualified in their entirety by reference to the text of such agreements, which are filed as Exhibits 8, 9, 10 and 11, respectively, hereto and incorporated herein by this reference. Item 6. Contracts, Arrangements, Understandings Where Relationship With Respect to Securities of the Issuer. Item 6 is amended by adding to the end thereof the following information: On February 11, 1993 BAREIA executed and delivered Amendment No. 1, the Stockholders Agreement, the Registration Rights Amendment and the Standby Stockholders Agreement. The descriptions of the terms and provisions of such agreements are qualified in their entirety by reference to the text of such agreements, which are filed as Exhibits 8, 9, 10 and 11, respectively, hereto and incorporated herein by this reference. Item 7. Material to be Filed as Exhibits. Item 7 is amended by adding the following exhibits: 8. Amendment No. 1 to 1933 Agreement between the Issuer and BAREIA. 9. Stockholders Agreement dated as of January 29, 1993 among the Issuer, BAREIA, Itel and O&Y. 10. First Amendment to Registration Rights Agreement dated as of January 29, 1993 among the Issuer, BAREIA, Itel and O&Y. 11. Standby Stockholders Agreement dated as of February 4, 1993 among the Issuer, BAREIA and Itel. SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this amendment is true, complete and correct. Date: February 11, 1993 BAY AREA REAL ESTATE INVESTMENT ASSOCIATES, L.P. By: JMB/Bay Area Partners, an Illinois general partnership, its General Partner By: JMB/IH-II, Inc., a General Partner By: /s/ Judd D. Malkin Judd D. Malkin Chairman SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this amendment is true, complete and correct. Date: February 11, 1993 CALIFORNIA PUBLIC EMPLOYEES' RETIREMENT SYSTEM By: /s/ James E. Burton James E. Burton Assistant Executive Officer Investment Operations EXHIBIT INDEX Number Page 8. Amendment No. 1 to 1933 Agreement between the Issuer and BAREIA 10 9. Stockholders Agreement dated as of January 29, 1993 among the Issuer, BAREIA, Itel and O&Y 12 10. First Amendment to Registration Rights Agreement dated as of January 29, 1993 among the Issuer, BAREIA, Itel and O&Y 28 11. Standby Stockholders Agreement dated as of February 4, 1993 among the Issuer, BAREIA and Itel 32 EX-99.12 2 LETTERAGREEMENT BAY AREA REAL ESTATE INVESTMENT ASSOCIATES L.P. 100 BUSH STREET, 27TH FLOOR SAN FRANCISCO, CALIFORNIA 94014 February 21, 1994 Itel Corporation 2 North Riverside Plaza Chicago, Illinois 60606 Attn: James E. Knox, Esquire Re: Catellus Development Corporation Gentlemen: Reference is made to the Stockholders Agreement (the "Stockholders Agreement") dated as of January 29, 1993 among Bay Area Real Estate Investment Associates L.P., a California limited partnership ("BAREIA"), Olympia & York SF Holdings Corporation, an Ontario corporation ("O & Y"), Itel Corporation, a Delaware corporation ("Itel"), and Catellus Development Corporation, a Delaware corporation (the "Company") and the right of first offer provided for in Section 3 of the Stockholders Agreement. Capitalized terms not defined in this letter agreement are used as defined in the Stockholders Agreement. Itel has advised BAREIA that the Itel Nominees who currently serve on the Board of Directors of the Company intend to resign from the Board and not stand for reelection, and Itel has requested that effective upon such resignations BAREIA waive its rights contained in Section 3 of the Stockholders Agreement with respect to shares of Common Stock of the Company held by Itel. In this connection, Itel covenants, represents and warrants to BAREIA that: (i) as of the date of this letter agreement Itel beneficially owns 6,687,575 shares of Common Stock of the Company (the "Itel Amount"); (ii) any offer, sale or other disposition of shares of Common Stock of the Company by Itel shall be in compliance with applicable law, including applicable securities laws; and (iii) subject to the requirements of applicable law, Itel shall, and shall use all reasonable efforts to cause its officers, employees, agents and the Itel Nominees to, make no public disclosures concerning the Company and hold in confidence all non-public information obtained from the Company. Itel Corporation Attn: J. E. Knox, Esq. February 21, 1994 Page 2 In reliance and conditioned upon the accuracy of and Itel's compliance with the covenants, representations and warranties contained in the preceding paragraph, BAREIA hereby waives its rights under Section 3 of the Stockholders Agreement with respect to shares of Common Stock of the Company held by Itel effective upon the effective date of the resignations of the Itel Nominees from the Company's Board of Directors. Such waiver shall be effective until the earlier to occur of (a) two years from the date of this letter agreement, or (b) the date Itel becomes the beneficial owner of, or the member of a group (within the meaning of Section 13(d)(3) of the Securities and Exchange Act of 1934) which beneficially owns, a number of shares of Common Stock of the Company greater than the Itel Amount. Please sign and return the enclosed copy of this letter agreement to us if the foregoing accurately reflects our understanding and agreement. Very truly yours, BAY AREA REAL ESTATE INVESTMENT ASSOCIATES L.P. By JMB/Bay Area Partners, an Illinois general partnership, its General Partner By JMB/IH-II, Inc., a General Partner By: /s/ Judd D. Malkin ACCEPTED AND CONFIRMED: ITEL CORPORATION By: /s/ James E. Knox -----END PRIVACY-ENHANCED MESSAGE-----