-----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, UbxcietvDXDng/3TqPYOBEqczpAIi5cA0UHSAXzX1nAilM0DL2DlELDg2VBfl1ug kfIdqabvVKm/3B7pnm/qsw== 0000950150-97-001764.txt : 19971205 0000950150-97-001764.hdr.sgml : 19971205 ACCESSION NUMBER: 0000950150-97-001764 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19971204 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: 97732120 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/A, AMENDMENT NO. 12 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 AMENDMENT NO. 12 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 System 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) December 2, 1997 ----------------------------- (Date of Event Which Requires Filings of this Statement) Page 1 of 5 Pages 2 SCHEDULE 13D CUSIP No. 149-111-106 Page 2 of 5 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 18,782,250 NUMBER OF ------------------------------------------------------------------------------- SHARES 8 SHARED VOTING POWER BENEFICIALLY 0 OWNED BY ------------------------------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING 18,782,250 PERSON WITH ------------------------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 - ----------------------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 18,782,250 - ----------------------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - ----------------------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 17.6% - ----------------------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* EP - -----------------------------------------------------------------------------------------------
Page 2 of 5 Pages 3 This Amendment No. 12 amends and supplements the Statement on Schedule 13D (the "Schedule 13D") filed by California Public Employees' Retirement System ("CalPERS"), a government 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. 12 have the meanings given to such terms in the Schedule 13D. Item 3. Source and Amount of Funds. Item 3 is amended by adding to the end thereof the following information: On December 2, 1997, pursuant to the closing of transactions contemplated by that certain Underwriting Agreement (the "Underwriting Agreement") dated November 25, 1997, among CalPERS, the Issuer, and Morgan Stanley & Co., Inc. on behalf of itself and the several Underwriters named in Schedule I to the Underwriting Agreement and Morgan Stanley & Co. International Limited on behalf of itself and the several Underwriters named in Schedule II to the Underwriting Agreement, CalPERS sold 18,975,000 shares of the Issuer's Common Stock held by CalPERS (the "Shares"). Included within the Shares were 2,475,000 shares of Common Stock sold pursuant to the Underwriters' exercise in full on December 1, 1997 of an overallotment option granted to them in the Underwriting Agreement. The Underwriters purchased the Shares from CalPERS at a purchase price of $17.145 per share which resulted in total proceeds to CalPERS of $325,326,375, less $500 which was paid to First Chicago Trust Company of New York (the "Custodian") to reimburse it for certain expenses incurred while acting as the Custodian of the Shares pursuant to that certain Custody Agreement between CalPERS and the Custodian dated November 25, 1997. Item 4. Purpose of the Transaction. Item 4 is amended by adding to the end thereof the following information: On December 2, 1997, pursuant to the closing of transactions contemplated by the Underwriting Agreement, CalPERS sold to the several Underwriters named therein a total of 18,975,000 shares of the Issuer's Common Stock held by CalPERS (the "Shares"). Included within the Shares were 2,475,000 shares of Common Stock sold pursuant to the Underwriters' exercise in full on December 1, 1997 of an overallotment option granted to them in the Underwriting Agreement. The Underwriters purchased the Shares from CalPERS at a purchase price of $17.145 per share which resulted in total proceeds to CalPERS of $325,326,375, less $500 which was paid to the Custodian to reimburse the Custodian for expenses incurred in connection with the performance of its duties under the Custody Agreement. After the sale of the Shares, CalPERS holds a total of 18,782,250 shares of the Issuer's Common Stock or 17.6% of such class. Page 3 of 5 Pages 4 Item 5. Interest in Securities of Issuer. Item 5 is amended by adding to the end thereof the following information: On December 2, 1997, pursuant to the closing of transactions contemplated by the Underwriting Agreement, CalPERS sold to the several Underwriters named therein a total of 18,975,000 shares of the Issuer's Common Stock held by CalPERS (the "Shares"). Included within the Shares were 2,475,000 shares of Common Stock sold pursuant to the Underwriters' exercise in full on December 1, 1997 of an overallotment option granted to them in the Underwriting Agreement. The Underwriters purchased the Shares from CalPERS at a purchase price of $17.145 per share which resulted in total proceeds to CalPERS of $325,326,375, less $500 which was paid to the Custodian to reimburse the Custodian for expenses incurred in connection with the performance of its duties under the Custody Agreement. After the sale of the Shares, CalPERS holds a total of 18,782,250 shares of the Issuer's Common Stock or 17.6% of such class. 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 December 2, 1997, pursuant to the closing of transactions contemplated by the Underwriting Agreement, CalPERS sold to the several Underwriters named therein a total of 18,975,000 shares of the Issuer's Common Stock held by CalPERS (the "Shares"). Included within the Shares were 2,475,000 shares of Common Stock sold pursuant to the Underwriters' exercise in full on December 1, 1997 of an overallotment option granted to them in the Underwriting Agreement. The Underwriters purchased the Shares from CalPERS at a purchase price of $17.145 per share which resulted in total proceeds to CalPERS of $325,326,375, less $500 which was paid to the Custodian to reimburse the Custodian for expenses incurred in connection with the performance of its duties under the Custody Agreement. After the sale of the Shares, CalPERS holds a total of 18,782,250 shares of the Issuer's Common Stock or 17.6% of such class. Page 4 of 5 Pages 5 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 3, 1997 CALIFORNIA PUBLIC EMPLOYEES' RETIREMENT SYSTEM By: /s/ SHERYL PRESSLER --------------------------- Sheryl Pressler Title: Chief Investment Officer Page 5 of 5 Pages -----END PRIVACY-ENHANCED MESSAGE-----