-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, IfZR1UJ8lYMJ5qUcSJEgoBM40dhzz91sisPmDUYaoRu6nlwbeCfs+lmKoLSGSufJ l9ZT9BSWCyeqWrVLcgVTyQ== 0000950150-95-000710.txt : 19951120 0000950150-95-000710.hdr.sgml : 19951120 ACCESSION NUMBER: 0000950150-95-000710 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19951116 SROS: NASD GROUP MEMBERS: BAY AREA REAL ESTATE INVESTMENT ASSOC., L.P. GROUP MEMBERS: CALIFORNIA PUBLIC EMPLOYEES RETIREMENT SYSTEM SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CATELLUS DEVELOPMENT CORP CENTRAL INDEX KEY: 0000865937 STANDARD INDUSTRIAL CLASSIFICATION: OPERATORS OF NONRESIDENTIAL BUILDINGS [6512] IRS NUMBER: 942953477 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-41228 FILM NUMBER: 95594301 BUSINESS ADDRESS: STREET 1: 201 MISSION ST CITY: SAN FRANCISCO STATE: CA ZIP: 94105 BUSINESS PHONE: 4159744500 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CALIFORNIA PUBLIC EMPLOYEES RETIREMENT SYSTEM CENTRAL INDEX KEY: 0000919079 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 946207465 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: PO BOX 942707 CITY: SACRAMENTO STATE: CA ZIP: 95812 BUSINESS PHONE: 9163263666 SC 13D/A 1 AMENDMENT NO. 7 TO SCHEDULE 13D 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 AMENDMENT NO. 7 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) Sheryl Pressler Chief Investment Officer California Public Employees' Retirement Systems Lincoln Plaza, 400 "P" Street Sacramento, California 95814 Tel. No. (916) 326-3828 -------------------------------------- (Name, Address and Telephone Number of Persons Authorized to Receive Notices and Communications) November 14, 1995 -------------------------------------- (Date of Event Which Requires Filing of this Statement Page 1 of 13 Pages The Index to Exhibits is on Page 11 2 SCHEDULE 13D CUSIP No. 149-111-106 Page 2 of 13 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* OO 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 7 SOLE VOTING POWER NUMBER OF SHARES 37,757,342 BENEFICIALLY OWNED BY EACH REPORTING 8 SHARED VOTING POWER PERSON WITH 0 9 SOLE DISPOSITIVE POWER 37,757,342 10 SHARED DISPOSITIVE POWER 0 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. 46.4% 14 TYPE OF REPORTING PERSON* EP
*SEE INSTRUCTIONS BEFORE FILLING OUT! Page 2 of 13 Pages 3 SCHEDULE 13D CUSIP No. 149-111-106 Page 3 of 13 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* OO 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 7 SOLE VOTING POWER NUMBER OF SHARES 0 BENEFICIALLY OWNED BY EACH REPORTING 8 SHARED VOTING POWER PERSON WITH 0 9 SOLE DISPOSITIVE POWER 0 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0% 14 TYPE OF REPORTING PERSON* PN
*SEE INSTRUCTIONS BEFORE FILLING OUT! Page 3 of 13 Pages 4 This Amendment No. 7 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 was 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. 7 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. 7. 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. 7 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 November 14, 1995, JMB/Bay Area Partners ("JMB") withdrew as the sole general partner of BAREIA and BAREIA distributed to JMB $712,070 with respect to JMB's capital account in BAREIA. In addition, BAREIA paid $10,914,627 to JMB in satisfaction of certain termination and management fees. The funds distributed and paid to JMB by BAREIA consisted of $292,195 of BAREIA's working capital and $11,334,502 received by BAREIA as a capital contribution from CalPERS from pension trust funds under CalPERS' administration. CalPERS thereafter commenced the dissolution and winding up of BAREIA as a partnership and BAREIA distributed to CalPERS 29,999,605 shares of Common Stock and 1,405,702 shares of the Issuer's $3.75 Series A Cumulative Convertible Preferred Stock ("Preferred Stock") with respect to CalPERS' capital account in BAREIA. The 1,405,702 shares of Preferred Stock are Page 4 of 13 Pages 5 convertible at the option of the holder into 7,757,737 shares of Common Stock of the Issuer. CalPERS is BAREIA's liquidating partner and has exclusive rights and responsibilities for winding up its affairs. Item 4. Purpose of the Transaction. Item 4 is amended by adding to the end thereof the following information: CalPERS executed and delivered a letter agreement dated November 14, 1995, between CalPERS and the Issuer (the "Letter Agreement") with respect to, among other things, the Agreement dated as of January 14, 1993 between the Issuer and BAREIA, and Amendment No. 1 thereto dated as of January 29, 1993 (as so amended, the "BAREIA Agreement"), the Stockholders Agreement dated as of January 29, 1993 by and among BAREIA, Olympia & York SF Holdings Corporation ("O&Y"), Itel Corporation ("Itel") and the Issuer (the "Stockholders Agreement"), and the Registration Rights Agreement dated as of December 29, 1989 by and among the Issuer, O&Y, Itel, and BAREIA, and the First Amendment to such Agreement dated as of January 29, 1993 (as so amended, the "Registration Rights Agreement"). The Letter Agreement confirms that the BAREIA Agreement and the Stockholders Agreement have been terminated and that CalPERS is a holder of Registrable Securities under the Registration Rights Agreement and is entitled to the benefits thereof. The description of the terms and provisions of the Letter Agreement is qualified in its entirety by reference to the text of such agreement, which is filed as Exhibit 13 hereto and incorporated herein by this reference. CalPERS intends, from time to time, to recommend nominees to fill vacancies on the Board of Directors of the Issuer or otherwise to serve as directors of the Issuer, and also may take such actions as may be necessary, including without limitation voting its shares of the Issuer's stock, to ensure the election of such additional nominees to the Board of Directors. Item 5. Interest in Securities of Issuer. Item 5 is amended by adding to the end of 5(a)-(c) the following information: On November 14, 1995, JMB withdrew as the sole general partner of BAREIA and BAREIA distributed $712,070 to JMB with respect to its capital account in BAREIA. CalPERS thereafter commenced the dissolution and winding up of BAREIA as a partnership. In connection with the dissolution, BAREIA distributed to CalPERS 29,999,605 shares of Common Stock and 1,405,702 shares of Preferred Stock with respect to CalPERS' capital account in BAREIA. The 1,405,702 shares of Preferred Stock are convertible at the option of the holder into 7,757,737 shares of Common Stock. CalPERS is BAREIA's liquidating partner and has exclusive rights and responsibilities for winding up its affairs. CalPERS has sole power to vote and direct the vote of and sole power to dispose of or to direct the disposition of 37,757,342 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, which would Page 5 of 13 Pages 6 constitute approximately 46.4% of such Common Stock. BAREIA beneficially owns no shares of Common Stock of the Issuer. CalPERS has executed and delivered the Letter Agreement, which confirms that the BAREIA Agreement and the Stockholders Agreement have been terminated and that CalPERS is a holder of Registrable Securities under the Registration Rights Agreement and is entitled to the benefits thereof. 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 13 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: CalPERS has executed and delivered the Letter Agreement, which confirms that the BAREIA Agreement and the Stockholders Agreement have been terminated and that CalPERS is a holder of Registrable Securities under the Registration Rights Agreement and is entitled to the benefits thereof. 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 13 hereto and incorporated herein by reference. Item 7. Material to be Filed as Exhibits: Item 7 is hereby amended by adding the following exhibit. 13. Letter Agreement dated November 14, 1995 between CalPERS and the Issuer. Page 6 of 13 Pages 7 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: November 15, 1995 BAY AREA REAL ESTATE INVESTMENT ASSOCIATES L.P. By: California Public Employees' Retirement System, its Liquidating Partner By: /s/ SHERYL PRESSLER ---------------------------------- Sheryl Pressler Title: Chief Investment Officer Page 7 of 13 Pages 8 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: November 15, 1995 CALIFORNIA PUBLIC EMPLOYEES' RETIREMENT SYSTEM By: /s/ SHERYL PRESSLER ------------------------------- Sheryl Pressler Title: Chief Investment Officer Page 8 of 13 Pages 9 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 James E. Burton Chief Executive Officer California Retirement Employees' Retirement System Lincoln Plaza 400 "P" Street Sacramento, California 94229-2701 Sheryl Pressler Chief Investment Officer California Retirement Employees' Retirement System Lincoln Plaza 400 "P" Street Sacramento, California 94229-2701
Members of the Board of Administration - ----------------------- Harry Bubb Director Pacific Mutual Life Insurance 700 Newport Center Drive Newport Beach, California 92880 Robert Carlson Retired 2120 Lambeth Way Carmichael, California 95608 Thomas Clark Retired 2267 Albury Avenue Long Beach, California 90815 Kathleen Connell Controller of the State of California 300 Capital Mall, 18th Floor Sacramento, California 95814
Page 9 of 13 Pages 10 Jerry Cremins Retired 780 La Goleta Way Sacramento, California 95864 William Crist Professor of Economics California State University - Stanislaus 801 Monte Vista Avenue Turlock, California 95380 Michael Flaherman Economist Bay Area Rapid Transit 800 Madison Street, Room 432 Oakland, California 94657 Matt Fong Treasurer of the State of California 915 Capital Mall, Suite 110 Sacramento, California 95814 William Rosenberg Retired 555 Pierce Street, #721 Albany, California 94706 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 F. Valdes Attorney California Department of Transportation P.O. Box 1438 Sacramento, California 95807
Page 10 of 13 Pages 11 EXHIBIT INDEX
Number Page - ------ ---- 13. Letter Agreement dated November 14, 1995 between CalPERS and the Issuer 13
Page 11 of 13 Pages 12 California Public Employees' Retirement Systems Lincoln Plaza, 400 "P" Street Sacramento, California 95814 November 14, 1995 Mr. Nelson C. Rising President and Chief Executive Officer Catellus Development Corporation 201 Mission Street San Francisco, California 94105 Dear Mr. Rising: Reference is made to the Agreement dated as of January 14, 1993 between Catellus Development Corporation (the "Company") and Bay Area Real Estate Investment Associates L.P. ("BAREIA"), and Amendment No. 1 thereto dated as of January 14, 1993 (as so amended, the "BAREIA Agreement"), the Stockholders Agreement dated as of January 29, 1993 by and among BAREIA, Olympia & York SF Holdings Corporation ("O&Y"), Itel Corporation ("Itel") and the Company (the "Stockholders Agreement"), and the Registration Rights Agreement dated as of December 29, 1989 by and among the Company, O&Y, Itel, and BAREIA, and the First Amendment to such Agreement dated as of January 29, 1993 (as so amended, the "Registration Rights Agreement"). This will confirm that BAREIA is being liquidated and dissolved as of November 14, 1995, and that the California Public Employees' Retirement System ("CalPERS"), as the sole limited partner of BAREIA, will become the sole holder of the 29,999,605 shares of the Company's Common Stock and the 1,405,702 shares of the Company's $3.7 Series A Cumulative Convertible Preferred Stock (collectively, the "Shares") which currently are held by BAREIA. This also will confirm our understanding that since Itel and O&Y each have ceased to own 5% of the outstanding shares of the Company's Common Stock, those companies no longer are parties which are bound by the Stockholders Agreement. This further will confirm that CalPERS agrees to be bound by the terms of the Registration Rights Agreement in accordance with Section 13 thereof. This will confirm our understanding and agreement that effective as of the date of this letter the BAREIA Agreement and the Stockholders Agreement will have been terminated and will be of no further force and effect, and CalPERS will be a Holder of Registrable Securities under the Registration Rights Agreement Page 12 of 13 Pages 13 and be entitled to the benefits of such Agreement with respect to the Shares. 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, CALIFORNIA PUBLIC EMPLOYEES' RETIREMENT SYSTEM By: /s/ SHERYL PRESSLER ------------------------------- Chief Investment Officer Accepted and Confirmed: CATELLUS DEVELOPMENT CORPORATION By: /s/ NELSON C. RISING ---------------------------- Page 13 of 13 Pages -----END PRIVACY-ENHANCED MESSAGE-----