-----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, NIoDYzjGPENdSdhP5NJxkYpOmUUqn5wsAlxuY7F7VAGMBBS8m2UmUa3JqVKenjz0 NTxO/coMvT3sb+crcoeO1A== 0000950150-97-001257.txt : 19970912 0000950150-97-001257.hdr.sgml : 19970912 ACCESSION NUMBER: 0000950150-97-001257 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19970829 SROS: NYSE 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: SEC FILE NUMBER: 005-41228 FILM NUMBER: 97673201 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 SCHEDULE 13D, AMENDMENT NO. 8 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 AMENDMENT NO. 8 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) September 13, 1996 ------------------ (Date of Event Which Requires Filing of this Statement) Page 1 of 11 Pages 2 SCHEDULE 13D CUSIP No. 149-111-106 PAGE 2 OF 11 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* 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 - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER 37,757,250 shares NUMBER OF ---------------------------------------------------------- SHARES 8 SHARED VOTING POWER BENEFICIALLY 0 OWNED BY ---------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING 37,757,250 shares PERSON ---------------------------------------------------------- WITH 10 SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 37,757,250 shares - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 35.5% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* EP - -------------------------------------------------------------------------------- Page 2 of 11 Pages 3 This Amendment No. 8 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, 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. 8 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. 8. 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. 8 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: During the period between September 1996 and April 1997, CalPERS converted a total of 1,405,702 shares of the $3.75 Series A Cumulative Convertible Preferred Stock of the Issuer (the "Series A Preferred Stock") into 7,757,645 shares of the Common Stock. CalPERS also received an aggregate of $18.42 in cash in lieu of fractional shares. In July 1996, the Issuer called for redemption 950,000 shares or approximately $50 million of the Series A Preferred Stock. On September 13, 1996, CalPERS converted all of its 387,077 shares of the Series A Preferred Stock that were called for redemption and received in the aggregate 2,136,161 shares of the Common Stock and $7.90 in cash in lieu of fractional shares. Page 3 of 11 Pages 4 In December 1996, the Issuer called for redemption an additional 475,000 shares or approximately $25 million of the Series A Preferred Stock. On January 1, 1997, CalPERS converted all of its 194,365 shares of the Series A Preferred Stock that were called for redemption and received in the aggregate 1,072,641 shares of the Common Stock and $4.29 in cash in lieu of fractional shares. On February 5, 1997, the Issuer called for redemption an additional 1,720,000 shares or approximately $90 million of the Series A Preferred Stock. On March 18, 1997, CalPERS converted all of its 712,916 shares of the Series A Preferred Stock that were called for redemption and received in the aggregate 3,934,369 shares of the Common Stock and $4.98 in cash in lieu of fractional shares. On March 24, 1997, the Issuer called for redemption of the remaining outstanding 250,000 shares or approximately $13 million of the Series A Preferred Stock. On April 17, 1997, CalPERS converted all of its remaining shares (111,344) of the Series A Preferred Stock and received in the aggregate 614,474 shares of the Common Stock and $1.25 in cash in lieu of fractional shares. As a result of the conversions described above, CalPERS currently holds an aggregate of 37,757,250 shares of the Common Stock and no share of any other class of securities of the Issuer. CalPERS has sole power to vote and direct the vote and sole power to dispose of or direct the disposition of such shares. On September 25, 1996, CalPERS executed and delivered a letter agreement between CalPERS and the Issuer (the "September Letter Agreement"). The September Letter Agreement provides, among other things, that CalPERS will maintain the confidentiality of information provided to CalPERS by the Issuer. The description of the terms and conditions of the September Letter Agreement is qualified in its entirety by reference to the text of such agreement, which is filed as Exhibit 14 hereto and incorporated herein by reference. Item 5. Interest in Securities of Issuer. Item 5 is amended by adding to the end thereof the following information: During the period between September 1996 and April 1997, CalPERS converted a total of 1,405,702 shares of the $3.75 Series A Cumulative Convertible Preferred Stock of the Issuer (the "Series A Preferred Stock") into 7,757,645 shares of the Common Stock. CalPERS also received an aggregate of $18.42 in cash in lieu of fractional shares. In July 1996, the Issuer called for redemption 950,000 shares or approximately $50 million of the Series A Preferred Stock. On September 13, 1996, CalPERS converted all of its 387,077 shares of the Series A Preferred Stock that were called for redemption and received in the aggregate 2,136,161 shares of the Common Stock and $7.90 in cash in lieu of fractional shares. Page 4 of 11 Pages 5 In December 1996, the Issuer called for redemption an additional 475,000 shares or approximately $25 million of the Series A Preferred Stock. On January 1, 1997, CalPERS converted all of its 194,365 shares of the Series A Preferred Stock that were called for redemption and received in the aggregate 1,072,641 shares of the Common Stock and $4.29 in cash in lieu of fractional shares. On February 5, 1997, the Issuer called for redemption an additional 1,720,000 shares or approximately $90 million of the Series A Preferred Stock. On March 18, 1997, CalPERS converted all of its 712,916 shares of the Series A Preferred Stock that were called for redemption and received in the aggregate 3,934,369 shares of the Common Stock and $4.98 in cash in lieu of fractional shares. On March 24, 1997, the Issuer called for redemption of the remaining outstanding 250,000 shares or approximately $13 million of the Series A Preferred Stock. On April 17, 1997, CalPERS converted all of its remaining shares (111,344) of the Series A Preferred Stock and received in the aggregate 614,474 shares of the Common Stock and $1.25 in cash in lieu of fractional shares. CalPERS has sole power to vote and direct the vote and sole power to dispose of or direct the disposition of such shares. As a result of the conversions described above, CalPERS currently holds an aggregate of 37,757,250 shares of the Common Stock and no share of any other class of securities of the Issuer. CalPERS has sole power to vote and direct the vote and sole power to dispose of or direct the disposition of such shares. Item 6. Contracts, Arrangements, Understandings or Relationships 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 September Letter Agreement, which among other things confirms that CalPERS will maintain the confidentiality of information provided to CalPERS by the Issuer. The description of terms of the September Letter Agreement is qualified in its entirety by reference to the text of such Agreement, which is filed as Exhibit 14 hereto and incorporated herein by reference. Item 7. Material to be filed as Exhibits. Item 7 is amended by adding the following exhibit: 14. Letter agreement dated September 25, 1996 between CalPERS and the Issuer. Page 5 of 11 Pages 6 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: August 29, 1997 CALIFORNIA PUBLIC EMPLOYEES' RETIREMENT SYSTEM By: /s/ SHERYL PRESSLER ------------------------------------- Sheryl Pressler Title: Chief Investment Officer Page 6 of 11 Pages 7 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 - ----------------------- Ronald L. Alvarado Executive Director Capital Area Development Authority 1530 Capitol Avenue Sacramento, California 95814 Robert Carlson Retired 2120 Lambeth Way Carmichael, California 95608 Thomas Clark Retired 2267 Albury Avenue Long Beach, California 90815 Page 7 of 11 Pages 8 Kathleen Connell Controller of the State of California 300 Capital Mall, 18th Floor Sacramento, California 95814 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 Joseph A. Thomas Pacific Mutual Life Insurance P.O. Box 8926 Newport Beach, California 92658 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 8 of 11 Pages 9 EXHIBIT INDEX ------------- Number Page 14 Letter agreement dated September 25, 1996 between CalPERS and the Issuer 10 Page 9 of 11 Pages EX-99.14 2 LETTER AGREEMENT DATED SEPTEMBER 25, 1996 1 CATELLUS DEVELOPMENT CORPORATION September 19, 1996 Mr. David J. Gilbert Sr. Real Estate Investment Officer California Public Employees' Retirement System 400 P Street, Room 3492 Sacramento, California 95814 Dear Mr. Gilbert: In my capacity as the Chief Financial Officer of the Catellus Development Corporation ("Catellus"), you have advised me that you need additional financial material and data to assist you in connection with formulating your advice with respect to certain investment decisions pertaining to Catellus now confronting CalPERS. In particular, CalPERS is considering whether to elect to tender a portion of the Catellus Series A Convertible Common Preferred Stock for partial redemption or to elect to convert that stock into Catellus Common Preferred Stock. To assist you in analyzing these matters on behalf of CalPERS, you have requested that we supply you with valuation materials concerning certain of Catellus' properties. Those matters are contained in a binder which we have prepared dated September 9, 1996 (the "Binder"). In order to induce Catellus to deliver the Binder to you, you hereby agree that you shall not disclose any information in the Binder to third parties, if it is not public knowledge. You also agree that you will only use the information contained in the Binder in connection with the above-referenced investment decisions. Finally, you agree that you will not make copies of the materials in the Binder, except if Catellus so authorizes in writing. You also agree that you will return the Binder and any copies thereof to Catellus upon your completion of the analysis referenced above. Very truly yours, By: /s/ Stephen P. Wallace ------------------------------------------ Stephen P. Wallace Senior Vice President & Chief Financial Officer Catellus Development Corporation Page 10 of 11 Pages 2 Agreed and accepted this 25 day of September, 1996 By: /s/ David J. Gilbert ------------------------------------------------- David J. Gilbert California Public Employees' Retirement System Page 11 of 11 Pages -----END PRIVACY-ENHANCED MESSAGE-----