-----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, DKt6kAl7BvblQ9BQA1TBaySzCNoNZP4/r5bQem25fQzLgGwTxaAb+JOOn5z1h7JX 8kUHwLeALEun9lRt0B1Tzw== 0000936808-97-000001.txt : 19970130 0000936808-97-000001.hdr.sgml : 19970130 ACCESSION NUMBER: 0000936808-97-000001 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19970129 SROS: NYSE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CBL & ASSOCIATES PROPERTIES INC CENTRAL INDEX KEY: 0000910612 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 621545718 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-43723 FILM NUMBER: 97513536 BUSINESS ADDRESS: STREET 1: ONE PARK PLACE STREET 2: 6148 LEE HWY CITY: CHATTANOOGA STATE: TN ZIP: 37421 BUSINESS PHONE: 4238550001 MAIL ADDRESS: STREET 1: 61048 LEE HIGHWAY STREET 2: ONE PARK PLACE CITY: CHATTANOOGA STATE: TN ZIP: 37421 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: LEBOVITZ CHARLES B CENTRAL INDEX KEY: 0000936808 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: CBL & ASSOCIATES PROPERTIES INC STE 300 STREET 2: 6148 LEE HIGHWAY CITY: CHATTANOOGA STATE: TN ZIP: 37421 SC 13D 1 SCHEDULE 13D UNITES STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13 D Under the Securities Exchange Act of 1934 (Amendment No. 5)* CBL & Associates Properties, Inc. - ------------------------------------------------------------------------- (Name of Issuer) Common Stock, par value $.01 per share - ------------------------------------------------------------------------- (Title Class of Securities) 24830100 - ------------------------------------------------------------------------- (CUSIP Number) - ------------------------------------------------------------------------- Charles B. Lebovitz Chairman, President and Chief Executive Officer CBL & Associates Properties, Inc. One Park Place 6148 Lee Highway Chattanooga, Tennessee 37421 (423) 855-0001 - ------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) January 22, 1997 - ------------------------------------------------------------------------- (Date of Event which Requires Filing of this Statement) If this 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. Yes [ ] No [ ] Check the following box if a fee is being paid with this statement. [ ] (A fee is not required only if the reporting person: (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.) CUSIP No. 124830100 ============================================================================= 1. Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Charles B. Lebovitz - ----------------------------------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group (a) [x] (b) [ ] - ----------------------------------------------------------------------------- 3. SEC USE ONLY - ----------------------------------------------------------------------------- 4. Source of Funds OO - ----------------------------------------------------------------------------- 5. Check Box if Disclosure of Legal Proceeding is Required Pursuant to Items 2(d) or 2(e) [ ] - ----------------------------------------------------------------------------- 6. Citizenship or Place of Organization United States of America - ----------------------------------------------------------------------------- 7. Sole Voting Power Number of ------------------------------------------------------------ Shares 9,269,958 Beneficially ------------------------------------------------------------ Owned by Each 8. Shared Voting Power Reporting Person With 101,600 ------------------------------------------------------------ 9. Sole Dispositive Power 9,269,958 ------------------------------------------------------------ 10. Shared Dispositive Power 101,600 - ----------------------------------------------------------------------------- 11. Aggregate Amount Beneficially Owned by Each Person 9,371,558 - ----------------------------------------------------------------------------- 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* [ ] - ----------------------------------------------------------------------------- 13. Percent of Class Represented by Amount in Row (11) 29.4% - ----------------------------------------------------------------------------- 14. Type of Reporting Person IN - ----------------------------------------------------------------------------- CUSIP No. 124830100 ============================================================================= 1. Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person CBL & ASSOCIATES, INC. - ----------------------------------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group (a) [x] (b) [ ] - ----------------------------------------------------------------------------- 3. SEC USE ONLY - ----------------------------------------------------------------------------- 4. Source of Funds WC - ----------------------------------------------------------------------------- 5. Check Box if Disclosure of Legal Proceeding is Required Pursuant to Items 2(d) or 2(e) [ ] - ----------------------------------------------------------------------------- 6. Citizenship or Place of Organization Tennessee - ----------------------------------------------------------------------------- 7. Sole Voting Power Number of Shares 8,628,843 Beneficially ------------------------------------------------------------ Owned by Each 8. Shared Voting Power Reporting Person With 0 ------------------------------------------------------------ 9. Sole Dispositive Power 8,628,843 ------------------------------------------------------------ 10. Shared Dispositive Power 0 ------------------------------------------------------------ 11. Aggregate Amount Beneficially Owned by Each Person 9,371,558 - ----------------------------------------------------------------------------- 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* [ ] - ----------------------------------------------------------------------------- 13. Percent of Class Represented by Amount in Row (11) 29.4% - ----------------------------------------------------------------------------- 14. Type of Reporting Person CO - ----------------------------------------------------------------------------- CUSIP No. 124830100 ============================================================================= 1. Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person COLLEGE STATION ASSOCIATES - ----------------------------------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group (a) [x] (b) [ ] - ----------------------------------------------------------------------------- 3. SEC USE ONLY - ----------------------------------------------------------------------------- 4. Source of Funds OO ---------------------------------------------------------------------------- 5. Check Box if Disclosure of Legal Proceeding is Required Pursuant to Items 2(d) or 2(e) [ ] - ----------------------------------------------------------------------------- 6. Citizenship or Place of Organization Tennessee - ----------------------------------------------------------------------------- 7. Sole Voting Power Number of Shares 228,194 Beneficially ----------------------------------------------------------- Owned by Each 8. Shared Voting Power Reporting Person With 0 ----------------------------------------------------------- 9. Sole Dispositive Power 228,194 ----------------------------------------------------------- 10. Shared Dispositive Power 0 ----------------------------------------------------------- 11. Aggregate Amount Beneficially Owned by Each Person 9,371,558 - ----------------------------------------------------------------------------- 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* [ ] - ----------------------------------------------------------------------------- 13. Percent of Class Represented by Amount in Row (11) 29.4% - ----------------------------------------------------------------------------- 14. Type of Reporting Person PN - ----------------------------------------------------------------------------- CUSIP No. 124830100 ============================================================================= 1. Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person CBL EMPLOYEES PARTNERSHIP/CONWAY - ----------------------------------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group (a) [x] (b) [ ] - ----------------------------------------------------------------------------- 3. SEC USE ONLY - ----------------------------------------------------------------------------- 4. Source of Funds OO - ----------------------------------------------------------------------------- 5. Check Box if Disclosure of Legal Proceeding is Required Pursuant to Items 2(d) or 2(e) [ ] - ----------------------------------------------------------------------------- 6. Citizenship or Place of Organization Tennessee - ----------------------------------------------------------------------------- 7. Sole Voting Power Number of Shares 27,157 Beneficially ----------------------------------------------------------- Owned by Each 8. Shared Voting Power Reporting Person With 0 ----------------------------------------------------------- 9. Sole Dispositive Power 27,157 ----------------------------------------------------------- 10. Shared Dispositive Power 0 ----------------------------------------------------------- 11. Aggregate Amount Beneficially Owned by Each Person 9,371,558 - ----------------------------------------------------------------------------- 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* [ ] - ----------------------------------------------------------------------------- 13. Percent of Class Represented by Amount in Row (11) 29.4% - ----------------------------------------------------------------------------- 14. Type of Reporting Person PN - ----------------------------------------------------------------------------- CUSIP No. 124830100 ============================================================================= 1. Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person FOOTHILLS PLAZA PARTNERSHIP - ----------------------------------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group (a) [x] (b) [ ] - ----------------------------------------------------------------------------- 3. SEC USE ONLY - ----------------------------------------------------------------------------- 4. Source of Funds OO - ----------------------------------------------------------------------------- 5. Check Box if Disclosure of Legal Proceeding is Required Pursuant to Items 2(d) or 2(e) [ ] - ----------------------------------------------------------------------------- 6. Citizenship or Place of Organization Tennessee - ----------------------------------------------------------------------------- 7. Sole Voting Power Number of Shares 43,296 Beneficially ------------------------------------------------------- Owned by Each 8. Shared Voting Power Reporting Person With 0 ------------------------------------------------------- 9. Sole Dispositive Power 43,296 ------------------------------------------------------- 10. Shared Dispositive Power 0 ------------------------------------------------------- 11. Aggregate Amount Beneficially Owned by Each Person 9,371,558 - ----------------------------------------------------------------------------- 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* [ ] - ----------------------------------------------------------------------------- 13. Percent of Class Represented by Amount in Row (11) 29.4% - ----------------------------------------------------------------------------- 14. Type of Reporting Person PN - ----------------------------------------------------------------------------- CUSIP No. 124830100 ============================================================================= 1. Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person GIRVIN ROAD PARTNERSHIP - ----------------------------------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group (a) [x] (b) [ ] - ----------------------------------------------------------------------------- 3. SEC USE ONLY - ----------------------------------------------------------------------------- 4. Source of Funds OO - ----------------------------------------------------------------------------- 5. Check Box if Disclosure of Legal Proceeding is Required Pursuant to Items 2(d) or 2(e) [ ] - ----------------------------------------------------------------------------- 6. Citizenship or Place of Organization Tennessee - ----------------------------------------------------------------------------- 7. Sole Voting Power Number of Shares 3,385 Beneficially -------------------------------------------------------- Owned by Each 8. Shared Voting Power Reporting Person With 0 -------------------------------------------------------- 9. Sole Dispositive Power 3,385 -------------------------------------------------------- 10. Shared Dispositive Power 0 -------------------------------------------------------- 11. Aggregate Amount Beneficially Owned by Each Person 9,371,558 - ----------------------------------------------------------------------------- 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* [ ] - ----------------------------------------------------------------------------- 13. Percent of Class Represented by Amount in Row (11) 29.4% - ----------------------------------------------------------------------------- 14. Type of Reporting Person PN - ----------------------------------------------------------------------------- CUSIP No. 124830100 ============================================================================= 1. Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person WAREHOUSE PARTNERSHIP - ----------------------------------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group (a) [x] (b) [ ] - ----------------------------------------------------------------------------- 3. SEC USE ONLY - ----------------------------------------------------------------------------- 4. Source of Funds OO - ----------------------------------------------------------------------------- 5. Check Box if Disclosure of Legal Proceeding is Required Pursuant to Items 2(d) or 2(e) [ ] - ----------------------------------------------------------------------------- 6. Citizenship or Place of Organization Tennessee - ----------------------------------------------------------------------------- 7. Sole Voting Power Number of Shares 23,528 Beneficially ---------------------------------------------------------- Owned by Each 8. Shared Voting Power Reporting Person With 0 ---------------------------------------------------------- 9. Sole Dispositive Power 23,528 ---------------------------------------------------------- 10. Shared Dispositive Power 0 ---------------------------------------------------------- 11. Aggregate Amount Beneficially Owned by Each Person 9,371,558 - ----------------------------------------------------------------------------- 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* [ ] - ----------------------------------------------------------------------------- 13. Percent of Class Represented by Amount in Row (11) 29.4% - ----------------------------------------------------------------------------- 14. Type of Reporting Person PN - ----------------------------------------------------------------------------- CUSIP No. 124830100 ============================================================================= 1. Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person TRUST U/W MOSES LEBOVITZ, FBO CHARLES B. LEBOVITZ - ----------------------------------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group (a) [x] (b) [ ] - ----------------------------------------------------------------------------- 3 SEC USE ONLY - ----------------------------------------------------------------------------- 4. Source of Funds OO - ----------------------------------------------------------------------------- 5. Check Box if Disclosure of Legal Proceeding is Required Pursuant to Items 2(d) or 2(e) [ ] - ----------------------------------------------------------------------------- 6. Citizenship or Place of Organization Tennessee - ----------------------------------------------------------------------------- 7. Sole Voting Power Number of Shares 0 Beneficially ---------------------------------------------------------- Owned by Each 8. Shared Voting Power Reporting Person With 50,800 ---------------------------------------------------------- 9. Sole Dispositive Power 0 ---------------------------------------------------------- 10. Shared Dispositive Power 50,800 ---------------------------------------------------------- 11. Aggregate Amount Beneficially Owned by Each Person 9,371,558 - ----------------------------------------------------------------------------- 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* [ ] - ----------------------------------------------------------------------------- 13. Percent of Class Represented by Amount in Row (11) 29.4% - ----------------------------------------------------------------------------- 14. Type of Reporting Person OO - ----------------------------------------------------------------------------- CUSIP No. 124830100 ============================================================================= 1. Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person TRUST U/W MOSES LEBOVITZ, FBO FAYE ISRAEL - ----------------------------------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group (a) [x] (b) [ ] - ----------------------------------------------------------------------------- 3. SEC USE ONLY - ----------------------------------------------------------------------------- 4. Source of Funds OO - ----------------------------------------------------------------------------- 5. Check Box if Disclosure of Legal Proceeding is Required Pursuant to Items 2(d) or 2(e) [ ] - ----------------------------------------------------------------------------- 6. Citizenship or Place of Organization Tennessee - ----------------------------------------------------------------------------- 7. Sole Voting Power Number of Shares 0 Beneficially -------------------------------------------------------- Owned by Each 8. Shared Voting Power Reporting Person With 50,800 -------------------------------------------------------- 9. Sole Dispositive Power 0 -------------------------------------------------------- 10. Shared Dispositive Power 50,800 -------------------------------------------------------- 11. Aggregate Amount Beneficially Owned by Each Person 9,371,558 - ----------------------------------------------------------------------------- 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* [ ] - ----------------------------------------------------------------------------- 13. Percent of Class Represented by Amount in Row (11) 29.4% - ----------------------------------------------------------------------------- 14. Type of Reporting Person OO - ----------------------------------------------------------------------------- The Reporting Persons, as defined below, hereby restate and supplement, in this Amendment No. 5 to Schedule 13D, the Statement on Schedule 13D originally filed on November 15, 1993 (the "Schedule 13D"), as amended by Amendment No. 1 thereto filed on December 1, 1993, Amendment No. 2 thereto filed on January 4, 1994, Amendment No. 3 thereto filed on January 26, 1995, and Amendment No. 4 thereto filed on September 29, 1995, with respect to the common stock, par value $.01 per share (the "Common Stock"), of CBL & Associates Properties, Inc. (the "Issuer"). Item 1. Security and Issuer. This statement relates to the Common Stock of the Issuer. The Issuer's principal executive offices are located at One Park Place, 6148 Lee Highway, Chattanooga, Tennessee 37421. Item 2. Identity and Background. This statement is being filed by (i) Charles B. Lebovitz ("Lebovitz"), (ii) CBL & Associates, Inc., a Tennessee corporation ("CBL"), (iii) College Station Associates, a Tennessee general partnership ("College Station"), (iv) CBL Employees Partnership/Conway, a Tennessee general partnership ("CBL Employees"), (v) Foothills Plaza Partnership, a Tennessee general partnership ("Foothills"), (vi) Girvin Road Partnership, a Tennessee general partnership ("Girvin"), (vii) Warehouse Partner- ship, a Tennessee general partnership ("Warehouse"), (viii) Trust U/W Moses Lebovitz f/b/o Charles B. Lebovitz ("Lebovitz Trust"), and (ix) Trust U/W Moses Lebovitz f/b/o Faye Israel ("Israel Trust"). Lebovitz, CBL, College Station, CBL Employees, Foothills, Girvin, Warehouse, the Lebovitz Trust, and the Israel Trust are sometimes referred to herein together as the "Reporting Persons". The principal occupation of Lebovitz, a natural person, is to act as Chairman of the Board, President and Chief Executive Officer of the Issuer. The business address of Lebovitz is c/o CBL & Associates Properties, Inc., One Park Place, 6148 Lee Highway, Chattanooga, Tennessee 37421. Lebovitz is a United States citizen. The principal business of CBL is the ownership of a limited partner interest in CBL & Associates Limited Partnership, a Delaware limited partnership (the "Operating Partnership"), ownership of a certain amount of the shares of the Common Stock of the Issuer and the ownership of certain real properties. The principal place of business and principal office of CBL is located at One Park Place, 6148 Lee Highway, Chattanooga, Tennessee 37421. Schedule 1 attached hereto and incorporated herein by reference sets forth certain additional information with respect to each executive officer and director of CBL. The principal business of College Station is the ownership of a limited partner interest in the Operating Partnership. The principal place of business and principal office of College Station is c/o CBL & Associates Properties, Inc., One Park Place, 6148 Lee Highway, Chattanooga, Tennessee 37421. Schedule 2 attached hereto and incorporated herein by reference sets forth certain additional information with respect to each general partner of College Station. The principal business of CBL Employees is the ownership of a limited partner interest in the Operating Partnership. The principal place of business and principal office of CBL Employees is c/o CBL & Associates Properties, Inc., One Park Place, 6148 Lee Highway, Chattanooga, Tennessee 37421. Schedule 3 attached hereto and incorporated herein by reference sets forth certain additional information with respect to each general partner of CBL Employees. The principal business of Foothills involves (i) acquiring, owning, operating and holding for investment real and personal property and (ii) the ownership of a limited partner interest in the Operating Partnership. The principal place of business and principal office of Foothills is c/o CBL & Associates Properties, Inc., One Park Place, 6148 Lee Highway, Chattanooga, Tennessee 37421. Schedule 4 attached hereto and incorporated herein by reference sets forth certain additional information with respect to each general partner of Foothills. The principal business of Girvin is the ownership of a limited partner interest in the Operating Partnership. The principal place of business and principal office of Girvin is c/o CBL & Associates Properties, Inc., One Park Place, 6148 Lee Highway, Chattanooga, Tennessee 37421. Schedule 5 attached hereto and incorporated herein by reference sets forth certain additional information with respect to each general partner of Girvin. The principal business of Warehouse is the ownership of a limited partner interest in the Operating Partnership. The principal place of business and principal office of Warehouse is c/o CBL & Associates Properties, Inc., One Park Place, 6148 Lee Highway, Chattanooga, Tennessee 37421. Schedule 6 attached hereto and incorporated herein by reference sets forth certain additional information with respect to each general partner of Warehouse. The Lebovitz Trust is a testamentary trust established under the laws of Tennessee for the benefit of Charles B. Lebovitz, the son of Moses Lebovitz, the settlor of the Lebovitz Trust. Lebovitz is one of the three trustees of the Lebovitz Trust. Schedule 7 attached hereto and incorporated herein by reference sets forth certain additional information with respect to each trustee of the Lebovitz Trust. The Israel Trust is a testamentary trust established under the laws of the State of Tennessee for the benefit of Faye Israel, the daughter of Moses Lebovitz, the settlor of the Israel Trust. Lebovitz is one of three trustees of the Israel Trust. Schedule 8 attached hereto and incorporated herein by reference sets forth certain additional information with respect to each trustee of the Israel Trust. On December 31, 1993, Real Estate Finance, Inc., a Wyoming corporation and originally a Reporting Person for purposes of this Schedule 13D ("REFI"), was merged with and into CBL (the "CBL/REFI Merger"), whereupon the separate existence of REFI ceased with CBL remaining as the surviving corporation. Therefore, from and after December 31, 1993 (and as used in this Amendment), REFI was no longer considered a Reporting Person for purposes of this Schedule 13D with respect to the Common Stock of the Issuer and discontinued filing joint statements on Schedule 13D with respect to the Common Stock of the Issuer. Accordingly, Schedule 7 hereto (which set forth certain information with respect to REFI) was thereby deleted in its entirety and Schedule 8 (which set forth certain information with respect to the general partners of Warehouse) was thereby renumbered Schedule 7. All references to Schedule 8 herein were thereby replaced with references to Schedule 7. In addition to the Reporting Persons named in Item 2 of the initial Schedule 13D, as amended by Amendment No. 2 thereto, a state- ment was also filed on January 26, 1995 as Amendment No. 3 to Schedule 13D by (i) the Lebovitz Trust and (ii) the Israel Trust. The term "Reporting Persons" then included the Lebovitz Trust and the Israel Trust. On December 2, 1994, the Marital Trust U/W Moses Lebovitz (the "Trust") was terminated, and the Trust distributed its assets, including its limited partner interest in the Operating Partnership, to the Lebovitz Trust and the Israel Trust. The Trust, therefore, was no longer considered a Reporting Person for purposes of, and discontinued filing joint statements on, this Schedule 13D. Schedule 6 hereto (which set forth certain information with regard to the Trust) was thereby deleted, and Schedule 7 hereto (which set forth certain information with regard to Warehouse) was renumbered as Schedule 6. Schedule 7 attached hereto and incorporated by reference sets forth certain additional information with respect to each trustee of the Lebovitz Trust. Schedule 8 attached hereto and incorporated herein by reference sets forth certain additional information with respect to each trustee of the Israel Trust. All references to Schedules 1-7 in this Schedule 13D were then replaced with references to Schedules 1-8. None of the Reporting Persons nor, to the best of their knowledge, any person listed in Schedules 1 through 8 hereto, has been, during the last five years, (a) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (b) 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 violations with respect to such laws. Item 3. Source and Amount of Funds or Other Consideration. The Reporting Persons own shares of the Issuer's Common Stock, options to acquire shares of the Issuer's Common Stock and limited partner interests in the Operating Partnership, which partnership interests, pursuant to certain immediately exercisable rights (the "CBL Rights"), are exchangeable for shares of Common Stock, as more fully described herein. The Reporting Persons acquired their limited partner interests in the Operating Partnership in connection with the formation of the Operating Partnership and the completion of the Issuer's initial public offerings, inside and outside of the United States, of an aggregate 15,400,000 shares of Common Stock (the "Initial Offerings"). Specifically, the Issuer used approximately $277 million of the net proceeds of the Initial Offerings, together with the contribution of certain development property land options acquired by the Issuer from the limited partners (the "Limited Partners") of the Operating Partnership for approximately $3.5 million, to acquire a 59.7% general partner interest in the Operating Partnership. In addition, pursuant to the Amended and Restated Agreement of Limited Partnership of the Operating Partnership, dated as of November 3, 1993 (the "Partnership Agreement"), a copy of which, together with relevant exhibits, was attached hereto as Exhibit 2 upon the filing of this initial Schedule 13D on November 15, 1993 and is incorporated herein by reference, the Limited Partners (which include the Reporting Persons) acquired an aggregate 35.4% limited partner interest in the Operating Partnership in in exchange for contribution of their interests in certain (i) property owning partnerships, (ii) fee titles and (iii) rights to purchase partnership interests in property owning partnerships of joint venture partners. The Limited Partners also acquired an aggregate 4.9% limited partner interest in the Operating Partnership in exchange for contributions of $24.4 million in cash out of the proceeds they received from the Issuer as repayment of indebtedness (approximately $26.6 million) and reimbursement of development property costs (approximately $3.5 million). Following the completion of the Offerings, the Limited Partners owned an aggregate 40.3% limited partner interest in the Operating Partnership. As of November 3, 1993, the Reporting Persons owned 34.6% of the aggregate 40.3% limited partner interests owned by the Limited Partners. On November 4, 1993, REFI assigned a portion of its interest as a Limited Partner to certain Reporting Persons, among others, in repayment of debts owed to such assignees. Accordingly, as of November 4, 1993, the Reporting Persons held an aggregate 34.4% limited partner interest in the Operating Partnership. The individual percentage interests of the Reporting Persons in the Operating Partnership as of November 4, 1993 were set forth on Exhibit 3 which was attached hereto upon the initial filing of this Schedule 13D on November 15, 1993 and which is incorporated herein by reference. As of January 29, 1997 the Reporting Persons hold an aggregate 23.6% limited partner interest in the Operating Partnership. Pursuant to the Partnership Agreement, each Reporting Person was granted the CBL Rights, consisting of the rights to: (i) convert all or a portion of its partnership interest in the Operating Partnership into shares of Common Stock (based on the trading price of the Common Stock at the time of conversion) until it owns up to the applicable share ownership limit; and subsequently, after November 3, 1996, the third anniversary of the consummation of the Initial Offerings, (ii) sell to the Issuer part or all of its remaining partnership interest in the Operating Partnership in exchange for shares of Common Stock or their cash equivalent (based on the trading price of the Common Stock), at the Issuer's election. The Issuer, however, may not pay in shares of Common Stock to the extent that this would result in a Reporting Person beneficially or constructively owning in the aggregate more than the applicable ownership limit or otherwise jeopardize, in the opinion of counsel to the Issuer, the Issuer's qualification as a real estate investment trust for tax purposes. The purchase price (the "Purchase Price") payable upon exercise of CBL Rights is the fair market value of the partnership interests with respect to which CBL Rights are exercised. The number of shares of Common Stock and/or cash received by the Reporting Person upon exercise of CBL Rights will be based upon the trading price of the Common Stock having a market value at the time of exercise equal to the Purchase Price. If the CBL Rights are satisfied in cash and the Issuer raises such funds through a public offering of its securities, by borrowing or otherwise, the purchase price otherwise payable for the offered interests will be reduced by the amount equal to the transaction expenses incurred by the Issuer in so raising such funds (but not exceeding 5% of the Purchase Price computed without regard to such expenses). The CBL Rights will expire on the 50th anniversary of the completion of the Initial Offerings if not exercised prior to that date. Lebovitz and James L. Wolford, a general partner of College Station, Girvin and Warehouse, and their respective affiliates (as defined under the attribution rules of the Internal Revenue Code of 1986, as amended (the "Code")), may not transfer rights to acquire more than 6% of the outstanding shares of Common Stock to any single entity that is not an affiliate under the applicable attribution rules of the Code. CBL used funds from its capital reserves, in the aggregate amount of $3,093,750.00, to purchase, on September 25, 1995, 150,000 shares of the Common Stock, at $20.625 per share, in a public offering (the " 1995 Supplemental Public Offering") by the Issuer of an aggregate of 4,163,500 shares (including 523,500 shares purchased by the underwriters pursuant to the exercise of their over-allotment option) of Common Stock. CBL used funds from its capital reserves, in the aggregate amount of $1,436,875 to purchase, on January 22, 1997, 55,000 shares of the Common Stock, at $26.125 per share, in a public offering (the "1997 Supplemental Public Offering") by the Issuer of an aggregate of 3,000,000 shares (exclusive of 441,750 shares that may be purchased by the underwriters pursuant to an exercise of their over-allotment option for a period of 30 days from January 15, 1997.) Item 4. Purpose of Transaction. The Issuer, as a newly-formed corporation in 1993, had succeeded to the business of CBL which was controlled by Lebovitz. Lebovitz serves as the Chairman of the Board, President and Chief Executive Officer of the Issuer and directs all financial and development activities, establishes corporate policy and provides overall strategic direction for the Issuer. The Reporting Persons may acquire shares of Common Stock through the exercise of CBL rights at any time. The Reporting Persons may also acquire or, subject to certain restrictions on transfer described in Item 6, dispose of shares of Common Stock through open market or privately negotiated transactions, or otherwise. The Reporting Persons may maintain their investment at current levels, or, subject to certain restrictions on transfer described in Item 6, sell all or a part of their investment. In any such case, the decision by the Reporting Persons would depend upon a continuing evaluation of the Issuer's business, prospects and financial condition, the market for the shares of Common Stock, other investment opportunities available to the Reporting Persons, general economic conditions, stock market conditions, availability of funds and other factors and future developments that the Reporting Persons may deem relevant from time to time. On November 30, 1993, REFI delivered to the Issuer a written notice (a copy of which was attached hereto as Exhibit 5 upon the filing of Amendment No. 1 to this Schedule 13D on December 1, 1993 and is incorporated herein by reference), pursuant to which it exercised its CBL Rights to exchange its entire 4.735627% limited partner interest in the Operating Partnership for 1,221,744 shares of Common Stock (the "REFI Exchange"). After giving effect to the REFI Exchange, REFI held approximately 7.3% of the Issuer's outstanding shares and the Issuer increased its general partner interest in the Operating Partnership from 59.7% to 64.4%. Closing of the REFI Exchange occurred on December 30, 1993 and REFI acquired 1,221,744 shares of Common Stock in exchange for its 4.735627% limited partner interest in the Operating Partnership. REFI elected to exercise its CBL Rights in order to facilitate certain tax planning objectives of the Reporting Persons and to enable the Reporting Persons to gain voting rights with respect to the shares for which REFI's partnership interest was exchangeable. On December 31, 1993, as a result of the CBL/REFI Merger, CBL succeeded to the direct beneficial ownership of the 1,221,744 shares of Common Stock which REFI had acquired in the REFI Exchange. Pursuant to a Purchase Option and Right of First Refusal Agreement dated as of October 29, 1993 (the "Valley Crossing Option Agreement") by and between CBL Peripheral Properties Limited Partnership, a Tennessee limited partnership ("Peripheral Properties") and Valley Crossing Associates Limited Partnership, a Tennessee Limited Partnership ("Valley Crossing"), a copy of which was attached hereto as Exhibit 7 upon the filing of Amendment No. 2 to this Schedule 13D on January 26, 1996 and incorporated herein by reference, Valley Crossing was granted an option to acquire all of Peripheral Properties' right, title and interest in and to Peripheral Properties' interest in a ground lease of a certain parcel of real property (the site of a vacant Phar-Mor store) located in the Valley Crossing community center in Hickory, North Carolina (the "Interest in the Site"). On October 31, 1994, Valley Crossing assigned its rights under the Valley Crossing Option Agreement to the Operating Partnership and Peripheral Properties assigned its rights under the Valley Crossing Option Agreement to CBL. On October 31, 1994, the Operating Partnership exercised the option to acquire the Interest in the Site. CBL elected, pursuant to the Valley Crossing Option Agreement, to receive the $3,575,400 purchase price for the Interest in the Site in the form of a 0.5376644% limited partner interest in the Operating Partnership. On December 14, 1994, pursuant to an Acquisition Option Agreement dated as of October 29, 1993 between CBL and the Operating Partnership (the "Hamilton Place Option Agreement"), a copy of which was attached hereto as Exhibit 8 upon the filing of Amendment No. 3 to this Schedule 13D on January 26, 1995 and incorporated herein by reference, the Operating Partnership exercised its option to acquire all of CBL's right, title and interest in and to CBL's one-tenth of one percent (.1%) of the cash flow and profits of Lebcon Associates, a Tennessee limited partnership, which owned fee title to the real property, together with all of the improvements, known as Hamilton Place Mall, located in Chattanooga, Tennessee. Pursuant to the Hamilton Place Option Agreement, the consideration paid to CBL upon exercise of the option was an increase of 0.005994% in CBL's percentage interest in the Operating Partnership and a credit to CBL's capital account in the Operating Partnership in the amount of $22,790,000, representing CBL's capital account in Lebcon Associates as of the date the option was exercised. On December 14, 1994, pursuant to an Acquisition Option Agreement dated as of October 29, 1993 between CBL and the Operating Partnership (the "Hamilton Crossing Option Agreement"), a copy of which was attached hereto as Exhibit 9 upon the filing of Amendment No. 3 to this Schedule 13D on January 26, 1995 and incorporated herein by reference, the Operating Partnership exercised its option to acquire all of CBL's right, title and interest in and to CBL's one percent (1%) of the cash flow and profits of Lebcon I, Ltd., a Tennessee limited partnership, which owned fee title to the real property, together with all of the improvements, known as Hamilton Crossing, located in Chattanooga, Tennessee. Pursuant to Hamilton Crossing Option Agreement, the consideration paid to CBL upon exercise of the option was an increase of 0.003360% in CBL's percentage interest in the Operating Partnership and a credit to CBL's capital account in the Operating Partnership in the amount of $1,500,000, representing CBL's capital account in Lebcon I, Ltd. as of the date the option was exercised. On December 14, 1994, pursuant to an Acquisition Option Agreement dated as of November 2, 1993 between Madison-Huntsville and the Operating Partnership (the "Madison Square Option Agreement"), a copy of which was attached hereto as Exhibit 10 upon the filing of Amendment No. 3 to this Schedule 13D on January 26, 1995 and incorporated herein by reference, the Operating Partnership exercised its option to acquire all of Madison-Huntsville's right, title and interest in and to Madison-Huntsville's one-tenth of one percent (.1%) of the cash flow and profits of Madison Square Associates, Ltd., an Alabama limited partnership, which owned fee title to the real property, together with all of the improvements, known as Madison Square, located in Huntsville, Alabama. Pursuant to the Madison Square Option Agreement, the consideration paid to Madison-Huntsville upon exercise of the option was a 0.0060008% limited partner interest in the Operating Partnership, which interest Madison-Huntsville then distributed to its partners, with CBL receiving 1.96% of such interest, representing a 0.0001176% limited partner interest. On December 14, 1994, pursuant to an Acquisition Option Agreement dated as of October 29, 1993 between CBL and the Operating Partnership (the "One Park Place Option Agreement"), a copy of which was attached hereto as Exhibit 11 upon the filing of Amendment No. 3 to this Schedule 13D on January 26, 1995 and incorporated herein by reference, the Operating Partnership exercised its option to acquire all of CBL's right, title and interest in and to CBL's one percent (1%) of the cash flow and profits of Lee Partners, a Tennessee limited partnership, which owned fee title to the real property, together with all of the improvements, known as One Park Place, located in Chattanooga, Tennessee. Pursuant to the One Park Place Option Agreement, the consideration paid to CBL upon exercise of the option was an increase of 0.003202% in CBL's percentage interest in the Operating Partnership and a credit to CBL's capital account in the Operating Partnership in the amount of $1,500,000, representing CBL's capital account in Lee Partners as of the date the option was exercised. Pursuant to a Stock Purchase Agreement dated September 19, 1995 (the "1995 Supplemental Stock Purchase Agreement") among the Issuer, the Operating Partnership and CBL, a copy of which was attached hereto as Exhibit 12 upon the filing of Amendment No. 4 to this Schedule 13D on September 29, 1995 and incorporated herein by reference, on September 25, 1995, CBL purchased 150,000 shares of Common Stock, at $20.625 per share, in the 1995 Supplemental Public Offering. The purpose of CBL's purchase was to add to its investment in the Issuer and maintain a significant percentage of the outstanding Common Stock after the 1995 Supplemental Public Offering. Pursuant to a Stock Purchase Agreement dated January 15, 1997 (the "1997 Supplemental Stock Purchase Agreement") among the Issuer, the Operating Partnership and CBL, a copy of which is attached hereto as Exhibit 99.1 and incorporated herein by reference, on January 22, 1997, CBL purchased 55,000 shares of Common Stock, at $26.125 per share, in the 1997 Supplemental Public Offering. The purpose of CBL's purchase was to add to its investment in the Issuer and maintain a significant percentage of the outstanding Common Stock after the 1997 Supplemental Public Offering. Except to the extent set forth above, or in any other Item hereof, the Reporting Persons and, to the best of their knowledge, the persons listed in Schedules 1 through 8 hereto, do not have any present plans or proposals that relate to or would result in any of the actions required to be described in Item 4 of Schedule 13D. Item 5. Interest in Securities of the Issuer. (a) As of the date hereof, the beneficial ownership of Common Stock of each of the Reporting Persons, the adjusted amounts of Common Stock to be outstanding and the percentage of said ownership are set forth in the table below. Except as noted therein, such table: (i) includes all of the Issuer's securities as to which each Reporting Person has sole voting power and sole investment power and all such securities as to which such Reporting Person shares voting power and shares investment power; and (ii) assumes the exercise, without regard to applicable ownership limits, of all CBL Rights (all of which are presently exercisable) beneficially owned by each Reporting Person (individually and by the Reporting Group) and the adjustment of the number of shares of the Common Stock that would be outstanding subsequent to such exercise. Pursuant to the Issuer's Prospectus Supplement dated January 15, 1997, the number of shares of Common Stock which were issued and outstanding prior to the 1997 Supplemental Public Offering as of September 30, 1996 was 29,921,972. The Reporting Persons believe this number increased to 20,973,319 as the results of (i) the Stock Awards and exercise of Stock Options pursuant to the Issuer's 1993 Stock Incentive Plan and purchases under the Issuer's Dividend Reinvestment Plan as described in Item 5(c) below and (ii) certain other Stock Awards pursuant to the Issuer's 1993 Stock Incentive Plan, purchases under the Issuer's Dividend Reinvestment Plan or exercises of Stock Options granted pursuant to the Issuer's 1993 Stock Incentive Plan all of which either (A) did not involve any of the Reporting Persons or any of the Executives or (B) involved transactions occurring more than 60 days prior to the date hereof but subsequent to September 30, 1996. The Reporting Persons believe that this number then increased to 23,973,319 as a result of the purchase by certain underwriters in the 1997 Supplemental Public Offering on January 22, 1997 of 2,945,000 shares of Common Stock and the purchase by CBL on January 22, 1997 of 55,000 of the Issuer's shares of Common Stock at a price of $26.125 per share.
Adjusted No. of No. of Registered Shares Shares % Equity Beneficially to be Beneficially Securities Owned (1) Outstanding Owned ----------- ------------ ----------- ------------ Lebovitz Common Stock 9,371,558(2) 31,894,115 29.4% CBL Common Stock 8,628,843(3) 31,175,418 27.7% College Station Common Stock 228,194 24,201,513 .9% CBL Employees Common Stock 27,157 24,000,476 .1% Foothills Common Stock 43,296 24,016,615 .2% Girvin Common Stock 3,385 23,976,704 .0% Lebovitz Trust Common Stock 50,800 24,024,119 .2% Israel Trust Common Stock 50,800 24,024,119 .2% Warehouse Common Stock 23,528 23,996,847 .1% Reporting Group Common Stock 9,371,558 31,894,115 29.4%
(1) All shares of Common Stock beneficially owned by the Reporting Persons may be acquired through the exercise of CBL Rights (except that Lebovitz owns 24,018 shares of Common Stock directly (including 2,241 shares owned by Mrs. Lebovitz, 561 shares held in trust for the benefit of his step-daughter, of which Lebovitz disclaims beneficial ownership, and 7,560 shares held in trust for his grandchildren, of which Lebovitz disclaims beneficial ownership) and has options to acquire 36,000 shares of Common Stock that are exercisable within 60 days and CBL owns 1,426,744 shares of Common Stock directly). (2) Lebovitz has direct beneficial ownership of 376,921 shares of Common Stock (including 2,241 shares owned by Mrs. Lebovitz, 561 shares held in trust for the benefit of his step-daughter, of which Lebovitz disclaims beneficial ownership, and 7,560 shares held in trust for his grandchildren, of which Lebovitz disclaims beneficial ownership) and, by virtue of his control of College Station, the Lebovitz Trust, the Israel Trust and CBL, which in turn controls CBL Employees, Foothills, Girvin and Warehouse (see footnote 3 below), may be deemed to own beneficially (as that term is defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended ("Rule 13d-3") the 8,958,637 shares of Common Stock of which such entities have direct or indirect beneficial ownership. Lebovitz is the managing general partner of College Station and owns a majority of the voting stock of and is the President, Treasurer and Chief Executive Officer of CBL. Lebovitz is one of the three trustees of each of the Lebovitz Trust and the Israel Trust. In addition, Lebovitz has options to acquire 36,000 shares of Common Stock that are exercisable within 60 days. (3) CBL has direct beneficial ownership of 8,531,477 shares of Common Stock and, by virtue of its control of CBL Employees, Foothills, Girvin and Warehouse, may be deemed to beneficially own (as that term is defined in Rule 13d-3 the 97,366 shares of Common Stock of which such entities have direct beneficial ownership. CBL is the managing partner of CBL Employees, Girvin and Warehouse. Pursuant to an agreement, CBL was assigned the rights and liabilities of Mortgage Services, Inc. as managing general partner of Foothills, and thus possesses voting and investment power with respect to securities beneficially owned by Foothills. To the knowledge of the Reporting Persons, the number of shares of Common Stock beneficially owned by the executive officers, directors, general partners and trustees of such Reporting Persons listed in Schedules 1 through 8 hereto (other than the Reporting Persons) (the Executives"), is set forth below:
No. of Shares % Executive Beneficially Owned(1) Benefecially Owned ------------------ ------------------ ------------------ John N. Foy 231,588 (2) .9% Ronald S. Fullam 0 0% Ronald S. Gimple 138 (3) 0% Ben S. Landress 94,538 (4) .4% Michael I. Lebovitz 132,003 (5) .5% Stephen D. Lebovitz 275,051 (6) 1.1% John R. Martin, Jr. 6,256 (7) 0% Eric P. Snyder 62,178 (8) .3% Augustus N. Stephas 28,747 (9) .1% Jay Wiston 92,522 (10) .4% James L. Wolford 611,624 (11) 2.5% (1) Except as otherwise set forth below, all shares of Common Stock beneficially owned by the Executives may be acquired through the exercise of CBL Rights. The Executives acquired their interests in the Operating Partnership and CBL Rights in the same manner such interests and rights were acquired by the Reporting Persons (see Item 3 of the Schedule 13D). Each Executive has sole power to vote or direct the vote of and to dispose or direct the disposition of the shares of Common Stock of which he has beneficial ownership, except that such shares of Common Stock, as well as each Executive's limited partner interest in the Operating Partnership, are subject to the restrictions on transferability contained in the Letter Agreement and the Partnership Agreement (see Items 3 and 6 of the Schedule 13D). (2) Includes 23,146 shares owned directly and options to acquire 19,200 shares that are exercisable within 60 days. Excludes shares beneficially owned by Foothills. Mortgage Services, Inc. which is under the control of John Foy, assigned its rights and liabilities as managing general partner of Foothills to CBL (see footnote 3 to the preceding table) (3) Includes 138 shares owned by Mrs. Gimple. (4) Includes 5,131 shares owned directly, 10,000 shares owned by Mrs. Landress, beneficial ownership of which is disclaimed by Mr. Landress, and options to acquire 19,200 shares that are exercisable within 60 days. (5) Includes 5,632 shares owned directly, 538 shares owned by Mrs. Lebovitz and options to acquire 10,800 shares that are exercisable within 60 days. (6) Includes 17,173 shares owned directly, and options to acquire 19,200 shares that are exercisable within 60 days. (7) Includes 1,056 shares owned directly and options to acquire 5,200 shares that are exercisable within 60 days. (8) Includes 3,509 shares owned directly, 4,943 shares owned by Mrs. Snyder, 3,305 shares owned by the minor children of Eric Snyder and options to acquire 10,800 shares that are exercisable within 60 days. (9) Includes 1,095 shares owned directly. (10) Includes 17,876 shares owned directly and 500 shares held in a trust of which Mr. Wiston is a trustee. (11) Includes 10,333 shares owned in trust for Mr. Wolford's children and options to acquire 19,200 shares that are exercisable within 60 days. (b) Each Reporting Person has sole power to vote or to direct the vote of and to dispose or to direct the disposition of the shares of Common Stock of which it has direct or indirect beneficial ownership, except that shares of Common Stock acquired through exercise of CBL Rights and each such Reporting Person's interest in the Operating Partnership are subject to certain restrictions on transferability contained in the Letter Agreement (defined in Item 6) and the Partnership Agreement (see Items 3 and 6 herein). Additionally, Lebovitz, as one of three trustees of the Lebovitz Trust and the Israel Trust, may be deemed to have shared voting and disposition power, together with the other trustees, with respect to the shares of Common Stock beneficially owned by the Lebovitz Trust and the Israel Trust. (c) On December 1, 1996, Lebovitz received a restricted stock award of 3,125 shares of Common Stock under the Issuer's 1993 Stock Incentive Plan. Pursuant to the terms of the award, the shares awarded will vest two years and one month from the date of issuance. On January 9, 1997, Lebovitz purchased 321 shares of Common Stock via the reinvestment of the Issuer's dividends pursuant to the Issuer's Dividend Reinvestment Plan at a purchase price of $24.225 per share. The 321 shares so purchased by Lebovitz includes 38 shares purchased by Mrs. Lebovitz, 10 shares purchased by a trust for the benefit of his step daughter, of which Lebovitz disclaims beneficial ownership, and 94 shares purchased by trusts for his grandchildren, of which Lebovitz disclaims beneficial ownership. On December 1, 1996, the following Executives received Stock Awards totaling 10,364 shares of Common Stock under the Issuer's 1993 Stock Incentive Plan: (i) Stephen D. Lebovitz received 3,647 shares of Common Stock and pursuant to the terms of the award, the shares will vest two years and one month from the date of issuance; (ii) John N. Foy received 3,062 shares of Common Stock and pursuant to the terms of the award, the shares will vest two years and one month from the date of issuance; (iii) Jay Wiston received 2,404 shares of Common Stock and pursuant to the terms of the award, the shares will vest two months from the date of issuance; (iv) Ben S. Landress received 1,042 shares of Common Stock; and (v) John R. Martin, Jr. received 209 shares of Common Stock and pursuant to the terms of the award, the shares will vest two years and one month from the date of issuance. On January 2, 1997, the following Executives received Stock Awards totaling 2,831 shares of Common Stock under the Issuer's 1993 Stock Incentive Plan: (i) Eric P. Snyder received 1,732 shares of Common Stock; and (ii) James L. Wolford received 1,099 shares of Common Stock. On January 9, 1997, the following Executives purchased a total of 934 shares of Common Stock via the reinvestment of the Issuer's dividends pursuant to the Issuer's Dividend Reinvestment Plan at a purchase price of $24.225 per shares: (i) John N. Foy purchased 224 shares of Common Stock; (ii) Ben S. Landress purchased 32 shares of Common Stock; (iii) Michael I. Lebovitz purchased 80 shares of Common Stock including 9 shares purchased by Mrs. Lebovitz; (iv) Stephen D. Lebovitz purchased 259 shares of Common Stock; (v) Eric P. Snyder purchased 171 shares of Common Stock including 84 shares purchased by Mrs. Snyder and 56 shares purchased by his minor children; (iv) Augustus N. Stephas purchased 19 shares of Common Stock; (vii) Jay Wiston purchased 131 shares of Common Stock; and (viii) John R. Martin, Jr. purchased 18 shares of Common Stock. On December 12, 1996, John R. Martin, Jr. exercised a Stock Option granted to him on May 10, 1994 pursuant to the Issuer's 1993 Stock Incentive Plan to purchase 2,600 shares of Common Stock at an exercise price of $19.5625 per share. Except as set forth in this Item 5 or as set forth in Item 4 above, no transactions in the shares of Common Stock have been effected by any of the Reporting Persons, or to the knowledge of the Reporting Persons, by any of the Executives during the past 60 days. (d) Not applicable. (e) Not applicable. Item 6. Contracts, Understandings or Relationships with Respect to Securities of the Issuer. Pursuant to Rule 13d-1(f) promulgated under the Exchange Act, the Reporting Persons have entered into an agreement with respect to the joint filing of this statement, and any amendment or amendments hereto, which was attached hereto as Exhibit 1 upon the initial filing of this Schedule 13D on November 15, 1993 and is incorporated herein by reference. Pursuant to the Partnership Agreement, a copy of which together with relevant exhibits, has attached hereto as Exhibit 2 upon the filing of this initial Schedule 13D and is incorporated herein by reference, the Limited Partners may transfer their interests in the Operating Partnership to a transferee, provided that such transferee assumes all obligations of the transferor Limited Partner and provided further that such transfer does not cause a termination of the Operating Partnership for federal income tax purposes and does not cause the Issuer to cease to comply with requirements for qualification as a real estate investment trust. Pursuant to the Partnership Agreement, the Limited Partners agreed not to transfer, assign, sell, encumber or otherwise dispose of, without the consent of the Issuer, 88% of their interest in the Operating Partnership or any shares of Common Stock acquired by them upon exercise of the CBL Rights with respect to such interest for a period of three years after the completion of the Initial Offerings, and the remaining 12% of their interest in the Operating Partnership acquired for cash at a price based on the initial public offering price or any shares of Common Stock acquired by them upon exercise of CBL Rights with respect to such interest for a period of two years after the completion of the Initial Offerings, other than to certain affiliates, another Limited Partner, bona fide pledgees, certain charitable organizations and the equity owners of a Limited Partner, provided, however, that the transferee agree to assume the obligations of the transferor under the Partnership Agreement. Pursuant to the Registration Rights contained in Schedule 3 to Exhibit O to the Partnership Agreement, a copy of which, together with relevant exhibits, was attached hereto as Exhibit 2 upon the filing of this initial Schedule 13D on November 15, 1993 and is incorporated herein by reference, the Issuer has granted the Limited Partners certain "demand" and "piggyback" registration rights with respect to the shares of Common Stock acquired by them in connection with the exercise of the CBL Rights. With respect to 12% of the limited partners' interest in the Operating Partnership (representing the interest acquired for cash at a price based on the initial public offering price), these registration rights became effective on the second anniversary of the Initial Offerings and, with respect to 88% of the limited partners' interest in the Operating Partnership (representing the interest acquired in exchange for the interests in the property owning partnerships, fee titles and rights to purchase partnership interests in property owning partnerships of joint venture partners), these registration rights became effective on the third anniversary of the Initial Offerings. With certain limitations, the Registration Rights grant the Limited Partners opportunities to demand registration of all or any portion of their respective unregistered shares of Common Stock one time in any 12-month period and the right to have such shares of Common Stock registered incidentally to any registration being conducted by the Issuer of shares of Common Stock or securities substantially similar to shares of Common Stock. For offerings in excess of $20 million pursuant to demand registration rights and all offerings pursuant to piggyback rights, the Issuer will bear all out-of-pocket expenses in connection with such registration. Pursuant to a letter agreement, dated October 27, 1993 (the "Letter Agreement"), among the Limited Partners and Goldman, Sachs & Co., a copy of which was attached hereto as Exhibit 4 upon the initial filing of this Schedule 13D on November 15, 1993 and incorporated herein by reference, each Limited Partner, including each Reporting Person, agreed, during the period ending on October 27, 1996 (and with regard to 12% of the interest of REFI, during the period ending on October 27, 1995), not to offer, sell, contract to sell or otherwise dispose, directly or indirectly, of (i) all or any portion of its interest in the Operating Partnership (except upon exercise of each Limited Partner's right to convert such interest into shares of Common Stock, which shares were then subject to the restriction in (ii) below) and (ii) any shares of Common Stock acquired upon exercise of its CBL Rights, without first obtaining the prior written consent of the Issuer and Goldman, Sachs & Co., which consent rested in their sole discretion, provided, however, that each Limited Partner could transfer all or any portion of its shares of Common Stock (subject to the security interest to be granted by the transferring Limited Partner to the Operating Partnership under the Partnership Agreement), to (i) an affiliate of the transferring Limited Partner, (ii) another Limited Partner, (iii) a bona fide pledgee after a default in the obligation secured by the pledge, and to a bona fide purchaser for value from such pledgee, (iv) an organization that qualifies under Section 501(c)(3) or 509(a) of the Code or (v) the equity owners of the transferor Limited Partner; provided, further, however, that such transferee agreed to be bound by the restrictions set forth in the Letter Agreement. The REFI Exchange was effected through the Assignment of Partnership Interest, dated December 30, 1993, executed by REFI and the Issuer, a copy of which was attached hereto as Exhibit 6 upon the filing of Amendment No. 2 to this Schedule 13D on January 4, 1994 and incorporated herein by reference. The Valley Crossing Option Agreement, the Hamilton Place Option Agreement, the Hamilton Crossing Option Agreement, the Madison Square Option Agreement and the One Park Place Option Agreement were attached hereto as Exhibits 7-11, respectively, upon the filing of Amendment No. 3 to this Schedule 13D on January 26, 1995 and are incorporated herein by reference. Except as described herein, there are no contracts, arrangements, understandings or relationships among the persons named in Item 2 or between such persons and any other person with respect to any securities of the Issuer. Item 7. Material to be Filed as Exhibits. EXHIBITS Exhibit 99.1 Stock Purchase Agreement dated January 15, 1997 among CBL & Associates Properties, Inc., CBL & Associates Limited Partnership and CBL & Associates, Inc. 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. Dated: January 29, 1997 By: /s/ Charles B. Lebovitz ------------------------------ Charles B. Lebovitz 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. Dated: January 29, 1997 CBL & ASSOCIATES, INC. By: /s/ Charles B. Lebovitz ------------------------------ Name: Charles B. Lebovitz 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. Dated: January 29, 1997 COLLEGE STATION ASSOCIATES By: /s/ Charles B. Lebovitz ------------------------------- Charles B. Lebovitz, as managing general partner 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. Dated: January 29, 1997 CBL EMPLOYEES PARTNERSHIP/CONWAY By: CBL & Associates, Inc., as managing general partner By: /s/ Charles B. Lebovitz ----------------------------- Name: Charles B. Lebovitz 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. Dated: January 29, 1997 FOOTHILLS PLAZA PARTNERSHIP By: CBL & Associates, Inc., as managing partner By: /s/ Charles B. Lebovitz ------------------------------ Name: Charles B. Lebovitz 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. Dated: January 29, 1997 GIRVIN ROAD PARTNERSHIP By: CBL & Associates, Inc., as managing general partner By: /s/ Charles B. Lebovitz ------------------------------ Name: Charles B. Lebovitz 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. Dated: January 29, 1997 WAREHOUSE PARTNERSHIP By: CBL & Associates, Inc. as managing general partner By: /s/ Charles B. Lebovitz ------------------------------ Name: Charles B. Lebovitz 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. Dated: January 29, 1997 TRUST U/W MOSES LEBOVITZ FBO CHARLES B. LEBOVITZ By: /s/ Charles B. Lebovitz ------------------------------ Charles B. Lebovitz, as trustee 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. Dated: January 29, 1997 TRUST U/W MOSES LEBOVITZ FBO FAYE ISRAEL By: /s/ Charles B. Lebovitz ------------------------------ Charles B. Lebovitz as Trustee SCHEDULE 1 DIRECTORS AND EXECUTIVE OFFICERS OF CBL & ASSOCIATES, INC. Listed below are the names, business addresses, positions at CBL & Associates, Inc. ("CBL") and present principal occupations of the directors and executive officers of CBL. The directors and executive officers of CBL are citizens of the United States of America. Position at CBL & Present Principal Name and Business Address Associates, Inc. Occupation - -------------------------- ------------------ ------------------ Charles B. Lebovitz Director, President, Chairman of the c/o CBL & Associates Treasurer and Chief Board, President Properties, Inc. Executive Officer and Chief One Park Place Executive Officer 6148 Lee Highway of the Issuer Chattanooga, Tennessee 37421 James L. Wolford Executive Vice RETIRED c/o CBL & Associates President Properties, Inc. One Park Place 6148 Lee Highway Chattanooga, Tennessee 37421 John N. Foy Director, Senior Director, Executive c/o CBL & Associates Vice President Vice President - Properties, Inc. and Secretary Finance, Chief One Park Place Financial Officer and 6148 Lee Highway Secretary of the Chattanooga, Tennessee 37421 Issuer Jay Wiston Senior Vice President Executive Vice c/o CBL & Associates President - Leasing Properties, Inc. of the Issuer One Park Place 6148 Lee Highway Chattanooga, Tennessee 37421 Position at CBL & Present Principal Name and Business Address Associates, Inc. Occupation - -------------------------- ------------------ ------------------ Ben S. Landress Senior Vice President Executive Vice c/o CBL & Associates President - Management Properties, Inc. of the Issuer One Park Place 6148 Lee Highway Chattanooga, Tennessee 37421 Stephen D. Lebovitz Director, Vice Director, Execu- c/o CBL & Associates President tive Vice President - Properties, Inc. Development Watermill Center and Treasurer 800 South Street of the Issuer Waltham, MA 02154 Ronald L. Fullam Vice President - Senior Vice c/o CBL & Associates Development President - Properties, Inc. Development of One Park Place the Issuer 6148 Lee Highway Chattanooga, Tennessee 37421 Ronald S. Gimple Vice President - Senior Vice c/o CBL & Associates Development President and Properties, Inc. General Counsel One Park Place of the Issuer 6148 Lee Highway Chattanooga, Tennessee 37421 Michael I. Lebovitz Vice President - Senior Vice c/o CBL & Associates Development President - Properties, Inc. Mall Projects One Park Place of the Issuer 6148 Lee Highway Chattanooga, Tennessee 37421 Position at CBL & Present Principal Name and Business Address Associates, Inc. Occupation - -------------------------- ------------------ ------------------ Eric P. Snyder Vice President Senior Vice c/o CBL & Associates and Director of President - Properties, Inc. Corporate Leasing and Director One Park Place of Corporate 6148 Lee Highway Leasing of the Chattanooga, Tennessee 37421 Issuer Augustus N. Stephas Vice President Senior Vice c/o CBL & Associates Accounting and President - Properties, Inc. Controller Accounting One Park Place and Controller 6148 Lee Highway of the Issuer Chattanooga, Tennessee 37421 SCHEDULE 2 GENERAL PARTNERS OF COLLEGE STATION ASSOCIATES Listed below are the names, business addresses and present principal occupations or businesses conducted by the general partners of College Station Association ("College Station"). BAMS Enterprises is a Tennessee limited partnership, for which Charles B. Lebovitz acts as sole general partner. The natural persons acting as general partners of College Station are citizens of the United States of America. Present Principal Occupation or Name and Business Address Business Conducted - -------------------------- --------------------- MANAGING PARTNER Charles B. Lebovitz Chairman of the c/o CBL & Associates Board, President Properties, Inc. and Chief One Park Place Executive Officer 6148 Lee Highway of the Issuer Chattanooga, Tennessee 37421 GENERAL PARTNERS BAMS Enterprises Business involves c/o CBL & Associates owning, developing, Properties, Inc. managing and constructing One Park Place real property and the 6148 Lee Highway ownership of limited Chattanooga, Tennessee 37421 partner interests in College Station Associates Present Principal Occupation or Name and Business Address Business Conducted - -------------------------- --------------------- James L. Wolford RETIRED c/o CBL & Associates Properties, Inc. One Park Place 6148 Lee Highway Chattanooga, Tennessee 37421 John N. Foy Director, Executive Vice c/o CBL & Associates President - Finance, Properties, Inc. Chief Financial Officer One Park Place and Secretary of the 6148 Lee Highway Issuer Chattanooga, Tennessee 37421 Jay Wiston Executive Vice President - c/o CBL & Associates Leasing of the Issuer Properties, Inc. One Park Place 6148 Lee Highway Chattanooga, Tennessee 37421 Ben S. Landress Executive Vice President - c/o CBL & Associates Management of the Issuer Properties, Inc. One Park Place 6148 Lee Highway Chattanooga, Tennessee 37421 SCHEDULE 3 GENERAL PARTNERS OF CBL EMPLOYEES PARTNERSHIP/CONWAY Listed below are the names, business addresses and present principal occupations of or businesses conducted by the general partners of CBL Employees Partnership/Conway ("CBL Employees"). CBL & Associates, Inc., which is more fully described in Item 2 herein, is a Tennessee corporation and the natural persons acting as general partners of CBL Employees are citizens of the United States of America. Present Principal Occupation or Name and Business Address Business Conducted - -------------------------- -------------------- MANAGING PARTNER CBL Associates, Inc. Business involves One Park Place the ownership of 6148 Lee Highway limited partner Chattanooga, Tennessee 37421 interests in CBL & Associates Limited Partnership, certain shares of Common Stock of the Issuer and the ownership of certain real properties GENERAL PARTNERS Augustus N. Stephas Senior Vice President - c/o CBL & Associates Accounting and Controller Properties, Inc. of the Issuer One Park Place 6148 Lee Highway Chattanooga, Tennessee 37421 John R. Martin, Jr. Vice President - Corporate c/o CBL & Associates Relations and Marketing of Properties, Inc. the Issuer One Park Place 6148 Lee Highway Chattanooga, Tennessee 37421 Eric P. Snyder Senior Vice President and c/o CBL & Associates Director of Corporate Properties, Inc. Leasing of the Issuer One Park Place 6148 Lee Highway Chattanooga, Tennessee 37421 SCHEDULE 4 GENERAL PARTNERS OF FOOTHILLS PLAZA PARTNERSHIP Listed below are the names, business addresses and descriptions of the business conducted by the general partners of Foothills Plaza Partnership ("Foothills"). CBL & Associates, Inc., which is more fully described in Item 2 herein, is a Tennessee corporation. Employees Limited Partnership/Maryville is a Tennessee limited partnership, for which Mortgage Services, Inc., a Tennessee corporation ("MSI"), serves as general partner. MSI engages in the mortgage brokerage business and is wholly-owned by John N. Foy ("Foy"), who also acts as President thereof. The present principal occupation of Foy, a citizen of the United States of America, is to act as Director, Executive Vice President - Finance, Chief Financial Officer and Secretary of the Issuer. Present Principal Name and Business Address Business - --------------------------- --------------------- MANAGING PARTNER CBL & Associates, Inc.* Business is the ownership One Park Place of limited partner interests 6148 Lee Highway in CBL & Associates Limited Chattanooga, Tennessee 37421 Partnership, certain shares of Common Stock of the Issuer and the ownership of certain real properties GENERAL PARTNER Employees Limited Partnership/ Business is the ownership Maryville of partnership interests One Park Place in Foothills 6148 Lee Highway Chattanooga, Tennessee 37421 * Pursuant to an agreement, Mortgage Services, Inc. assigned its rights, obligations and duties as managing general partner of Foothills to CBL & Associates, Inc. SCHEDULE 5 GENERAL PARTNERS OF GIRVIN ROAD PARTNERSHIP Listed below are the names, business addresses and present principal occupations or businesses conducted by the general partners of Girvin Road Partnership. CBL & Associates, Inc., which is more fully described in Item 2 herein, is a Tennessee corporation and James L. Wolford is a citizen of the United States of America. Present Principal Occupation or Name and Business Address Business Conducted - ------------------------------ ---------------------- MANAGING PARTNER CBL & Associates, Inc. Business involves One Park Place the ownership of 6148 Lee Highway limited partner Chattanooga, Tennessee 37421 interests in CBL & Associates Limited Partnership, certain shares of Common Stock of the Issuer and the ownership of certain real properties GENERAL PARTNER James L. Wolford RETIRED c/o CBL & Associates Properties, Inc. One Park Place 6148 Lee Highway Chattanooga, Tennessee 37421 SCHEDULE 6 GENERAL PARTNERS OF WAREHOUSE PARTNERSHIP Listed below are the names, business addresses and present principal occupations or business conducted by the general partners of Warehouse Partnership. CBL & Associates, Inc., which is more fully described in Item 2 herein, is a Tennessee corporation and the natural persons acting as general partners of Warehouse are citizens of the United States of America. Present Principal Occupation or Name and Business Address Business Conducted - ------------------------------- ------------------------- MANAGING PARTNER CBL & Associates, Inc. Business involves the One Park Place ownership of limited 6148 Lee Highway partner interests in Chattanooga, Tennessee 37421 CBL & Associates Limited Partnership, certain shares of Common Stock of the Issuer and the ownership of certain real properties GENERAL PARTNERS Charles B. Lebovitz Chairman of the c/o CBL & Associates Properties, Inc. Board, President One Park Place and Chief 6148 Lee Highway Executive Officer Chattanooga, Tennessee 37421 of the Issuer Present Principal Occupation or Name and Business Address Business Conducted - ------------------------------- ------------------------- James L. Wolford RETIRED c/o CBL & Associates Properties, Inc. One Park Place 6148 Lee Highway Chattanooga, Tennessee 37421 Ben S. Landress Executive Vice President - c/o CBL & Associates Properties, Inc. Management of the Issuer One Park Place 6148 Lee Highway Chattanooga, Tennessee 37421 John N. Foy Director, Executive Vice c/o CBL & Associates Properties, Inc. President - Finance, One Park Place Chief Financial Officer 6148 Lee Highway and Secretary of the Issuer Chattanooga, Tennessee 37421 Jay Wiston Executive Vice President - One Park Place Leasing of the Issuer 6148 Lee Highway Chattanooga, Tennessee 37421 SCHEDULE 7 TRUSTEES OF TRUST U/W MOSES LEBOVITZ FBO CHARLES B. LEBOVITZ Listed below are the names, business addresses, and present principal occupations of the trustees of the Trust U/W Moses Lebovitz fbo Charles B. Lebovitz (the "Lebovitz Trust"). The trustees of the Lebovitz Trust are citizens of the United States of America. Present Principal Name and Business Address Occupation - ----------------------------- ------------------------ Charles B. Lebovitz Chairman of the c/o CBL & Associates Board, President Properties, Inc. and Chief Executive Officer 6148 Lee Highway of the Issuer Chattanooga, Tennessee 37421 Ralph Shumacker Attorney affiliated with c/o Shumacker & Thompson, P.C. Shumacker & Thompson, P.C. Suite 500 First Tennessee Building 701 Market Street Chattanooga, Tennessee 37402 Faye Israel Retired c/o CBL & Associates Properties, Inc. One Park Place 6148 Lee Highway Chattanooga, Tennessee 37421 SCHEDULE 8 TRUSTEES OF TRUST U/W MOSES LEBOVITZ FBO FAYE ISRAEL Listed below are the names, business addresses, and present principal occupations of the trustees of the Trust U/W Moses Lebovitz fbo Faye Israel (the "Israel Trust"). The trustees of the Israel Trust are citizens of the United States of America. Present Principal Name and Business Address Occupation - ------------------------------ ----------------------- Charles B. Lebovitz Chairman of the c/o CBL & Associates Board, President Properties, Inc. and Chief Executive Officer 6148 Lee Highway of the Issuer Chattanooga, Tennessee 37421 Ralph Shumacker Attorney affiliated with c/o Shumacker & Thompson, P.C. Shumacker & Thompson, P.C. Suite 500 First Tennessee Building 701 Market Street Chattanooga, Tennessee 37402 Faye Israel Retired c/o CBL & Associates Properties, Inc. One Park Place 6148 Lee Highway Chattanooga, Tennessee 37421 EXHIBIT INDEX Exhibits - ---------- Exhibit 1 - Amended and Restated Joint Filing Agreement Exhibit 2 - Amended and Restated Agreement of the Operating Partnership, dated as of November 3, 1993, with Exhibit A (Percentage Interests in the Operating Partnership as of November 3, 1993) and Exhibit O (CBL Rights Terms) Exhibit 3 - Percentage Interests in Operating Partnership as of November 4, 1993 Exhibit 4 - Letter Agreement, dated October 27, 1993, among the Limited Partners and Goldman, Sachs & Co., on behalf of the U.S. Underwriters, and Goldman Sachs International Limited, on behalf of the International Underwriters Exhibit 5 - Exercise Notice dated November 30, 1993 from Real Estate Finance, Inc. to CBL & Associates Properties, Inc. Exhibit 6 - Assignment of Partnership Interest, dated December 30, 1993, executed by Real Estate Finance, Inc. and CBL & Associates Properties, Inc. Exhibits - ---------- Exhibit 7 - Purchase Option and Right of First Refusal Agreement dated as of October 29, 1993 by and between CBL Peripheral Properties Limited Partnership and Valley Crossing Associates Limited Partnership Exhibit 8 - Acquisition Option Agreement dated as of October 29, 1993 between CBL & Associates, Inc. and CBL & Associates Limited Partnership (Hamilton Place) Exhibit 9 - Acquisition Option Agreement dated as of October 29, 1993 between CBL & Associates, Inc. and CBL & Associates Limited Partnership (Hamilton Crossing) Exhibit 10 - Acquisition Option Agreement dated as of November 2, 1993 between Madison-Huntsville Partnership and CBL & Associates Limited Partnership (Madison Square) Exhibit 11 - Acquisition Option Agreement dated as of October 29, 1993 between CBL & Associates, Inc. and CBL & Associates Limited Partnership (One Park Place) Exhibit 12 - Stock Purchase Agreement dated September 19, 1995 among CBL & Associates Properties, Inc., CBL & Associates Limited Partnership and CBL & Associates, Inc. Exhibit 99 - Stock Purchase Agreement dated January 15, 1997 among CBL & Associates Properties, Inc., CBL & Associates Limited Partnership and CBL & Associates, Inc.
EX-99.1 2 STOCK PURCHASE AGREEMENT EXHIBIT 99 CBL & ASSOCIATES PROPERTIES, INC. COMMON STOCK (PAR VALUE $.01 PER SHARE) ____________________________________ Stock Purchase Agreement January 15, 1997 Ladies and Gentlemen: 1. CBL & Associates Properties, Inc., a Delaware corporation (the "Company"), which is the general partner of CBL & Associates Limited Partnership, a Delaware limited partnership (the "Operating Partnership"), agrees to sell to the purchaser named in Schedule I hereto (the "Purchaser") the number of shares (the "Shares") of common stock, par value $.01 per share (the "Common Stock") of the Company, set forth beside the Purchaser's name on Schedule I hereto at a price of $26.125 per share, for an aggregate purchase price of $1,436,875. The closing (the "Closing") of the purchase and sale of the Shares shall be held at Sullivan & Cromwell, 125 Broad Street, New York, New York 10004, on January 22, 1997 (the "Closing Date"), by the Company's delivering to the Purchaser, against payment of the purchase price therefor, one or more stock certificates (as the Purchaser shall have advised the Company) evidencing the Shares to be purchased and sold hereunder, which certificates shall be registered in the Purchaser's names, or in such other names as the Purchaser may specify by notice to the Company prior to the Closing Date. At the Closing, the purchase price for the Shares shall be paid by the Purchaser paying to the Company, against delivery of certificates evidencing the Shares, the purchase price by wire transfer of Federal (same day) funds to such account as the Company shall have designated prior to Closing. 2. The Company and the Operating Partnership, jointly and severally, represent and warrant to, and agree with, the Purchaser that: (a) A registration statement on Form S-3 (File No. 33-92218) in respect of the Shares has been filed with the Securities and Exchange Commission (the "Commission"); such registration statement and any post- effective amendment thereto, each in the form heretofore delivered or to be delivered to the Purchaser have been declared effective by the Commission in such form; no other document with respect to such registration statement or document incorporated by reference therein has heretofore been filed, or transmitted for filing, with the Commission (other than prospectuses filed pursuant to Rule 424(b) of the rules and regulations of the Commission under the Securities Act of 1933, as amended (the "Act"); and no stop order suspending the effectiveness of such registration statement has been issued and no proceeding for that purpose has been initiated or, to the knowledge of the Company or the Operating Partnership, threatened by the Commission (any preliminary prospectus included in such registration statement or filed with the Commission pursuant to Rule 424(a) under the Act, is hereinafter called a "Preliminary Prospectus"; the various parts of such registration statement, including all exhibits thereto and the documents incorporated by reference in the prospectus contained in the registration statement at the time such part of the registration statement became effective, each as amended at the time such part of the registration statement became effective, are hereinafter collectively called the "Registration Statement"; the prospectus relating to the Shares, in the form in which it has most recently been filed, or transmitted for filing, with the Commission on or prior to the date of this Agreement, is hereinafter called the "Prospectus"; any reference herein to any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to the applicable form under the Act, as of the date of such Preliminary Prospectus or Prospectus, as the case may be; any reference to any amendment or supplement to any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after the date of such Preliminary Prospectus or Prospectus, as the case may be, under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and incorporated by reference in such Preliminary Prospectus or Prospectus, as the case may be; any reference to any amendment to the Registration Statement shall be deemed to refer to and include any annual report of the Company filed pursuant to Section 13(a) or 15(d) of the Exchange Act after the effective date of the Registration Statement that is incorporated by reference in the Registration Statement; and any reference to the Prospectus as amended or supplemented shall be deemed to refer to the Prospectus as amended or supplemented in relation to the Shares in the form in which it is filed with the Commission pursuant to Rule 424(b) under the Act, including any documents incorporated by reference therein as of the date of such filing); (b) The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of Delaware, with power and authority (corporate and other) to own its properties and conduct its business as described in the Prospectus (except as disclosed in Item 5 of Exhibit D, as in effect on November 3, 1993, to the Disclosure Schedule of the Partnership Agreement (as defined below)), and has been duly qualified as a foreign corporation for the transaction of business and is in good standing (to the extent the concept of good standing applies in any such jurisdiction) under the laws of each other jurisdiction in which it owns or leases properties, or conducts any business, so as to require such qualification, or is subject to no material disability by reason of the failure to be so qualified or in good standing in any such jurisdiction; and each subsidiary of the Company has been duly organized and is validly existing as a partnership or corporation and is in good standing under the laws of its jurisdiction of organization; (c) The Shares have been duly and validly authorized, and, when the Shares are issued and delivered pursuant to this Agreement, such Shares will be duly and validly issued and fully paid and nonassessable; the Shares conform to the description thereof contained in the Registration Statement, as amended or supplemented with respect to such Shares; (d) The issue and sale of the Shares by the Company and the compliance by the Company and the Operating Partnership with all of the provisions of this Agreement, and the consummation of the transactions contemplated herein and therein will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound or to which any of the property or assets of the Company or any of its subsidiaries is subject which would have a material adverse effect on the Company or such subsidiaries, or which would have any adverse effect on the consummation of the issue and sale of the Shares or any other transaction contemplated hereby, nor will such action result in any violation of (a) the provisions of the Certificate of Incorporation or Bylaws of the Company or the Certificate of Limited Partnership or partnership agreement of the Operating Partnership (the "Partnership Agreement") or the partnership agreement or any certificate of limited partnership of any Property Partnership or (b) any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Company or any of its subsidiaries or any of their properties which, in the case of Clause (b), would have a material adverse effect on the Company or such subsidiaries, or which would have any adverse effect on the consummation of the issue and sale of the Shares or any other transaction contemplated hereby; and no consent, approval, authorization, order, registration or qualification of or with any such court or governmental agency or body is required for the issue and sale of the Shares by the Company or the consummation by the Company and the Operating Partnership of the transactions contemplated by this Agreement, except such as have been, or will have been prior to the Closing Date, obtained under the Act and such consents, approvals, authorizations, registrations or qualifications as may be required under state securities or Blue Sky laws in connection with the purchase and sale of the Shares by the Purchaser; and for purposes of this Section 2(d), (i) "subsidiaries" shall be deemed to include only the Operating Partnership, the Property Partnerships and any other subsidiary (whether corporate or partnership) that is a "significant subsidiary" within the meaning of Rule 1-02 of Regulation S-X and (ii) "Property Partnerships" mean the partnerships that own the fee title to the Hamilton Place and CoolSprings Galleria properties. 3. The obligations of the Purchaser under this Agreement relating to the Shares shall be subject, in the discretion of the Purchaser, to the condition that all representations and warranties and other statements of the Company and the Operating Partnership in or incorporated by reference in this Agreement are, at and as of the Closing Date, true and correct, the condition that the Company and the Operating Partnership shall have performed all of their obligations hereunder theretofore to be performed in all material respects, and the following additional conditions: (a) The Prospectus as amended or supplemented in relation to the Shares shall have been filed with the Commission pursuant to Rule 424(b) within the applicable time period prescribed for such filing by the rules and regulations under the Act; no stop order suspending the effectiveness of the Registration Statement or any part thereof shall have been issued and no proceeding for that purpose shall have been initiated or threatened by the Commission; and all requests for additional information on the part of the Commission shall have been complied with to the Purchaser's reasonable satisfaction; (b) Neither the Company nor any of its subsidiaries shall have sustained since the date of the latest audited financial statements included or incorporated by reference in the Prospectus as amended prior to the date of this Agreement any loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree, otherwise than as set forth or contemplated in the Prospectus as amended prior to the date of this Agreement, and (ii) since the respective dates as of which information is given in the Prospectus as amended prior to the date of this Agreement there shall not have been any change in the capital stock or long-term debt of the Company or any of its subsidiaries or any change, or any development involving a prospective change, in or affecting the general affairs, management, financial position, stockholders equity or results of operations of the Company and its subsidiaries, otherwise than as set forth or contemplated in the Prospectus as amended prior to the date of this Agreement which would, in any such case described in Clause (i) or (ii), have a material adverse effect on the Company or its subsidiaries taken as a whole, or which would have any adverse effect on the consummation of the issue and sale of the Shares or any other transaction contemplated hereby; (c) The Shares shall have been duly listed, subject to notice of issuance, on the New York Stock Exchange; and (d) The Company shall have furnished or caused to be furnished to the Purchaser at the Closing Date certificates of officers of the Company reasonably satisfactory to the Purchaser as to the accuracy of the representations and warranties of the Company herein at and as of the Closing Date, as to the performance by the Company of all of its obligations hereunder to be performed at or prior to the Closing Date, as to the matters set forth in subsection (b) of this Section and as to such other matters as the Purchaser may reasonably request. 4. The respective agreements, representations, warranties and other statements of the Company, the Operating Partnership and the Purchaser, as set forth in this Agreement or made by or on behalf of them, respectively, pursuant to this Agreement, shall remain in full force and effect, regardless of any investigation (or any statement as to the results thereof) made by or on behalf of the Purchaser, the Company or the Operating Partnership, and shall survive delivery of and payment for the Shares. 5. All statements, requests, notices and agreements hereunder shall be in writing, and if to the Purchaser shall be delivered or sent by mail, telex or facsimile transmission to the address of the Purchaser as set forth in Schedule 1 to this Agreement; and if to the Company shall be delivered or sent by mail, telex or facsimile transmission to the address of the Company set forth in the Registration Statement, Attention: Secretary. Any such statements, requests, notices or agreements shall take effect upon receipt thereof. 6. This Agreement shall be binding upon, and inure solely to the benefit of the Purchaser, the Company, the Operating Partnership, and their respective heirs, executors, administrators, successors and assigns, and no other person shall acquire or have any right under or by virtue of this Agreement. 7. This Agreement shall be governed by and construed in accordance with the laws of the State of New York. 8. This Agreement may be executed by any one or more of the parties hereto and thereto in any number of counterparts, each of which shall be deemed to be an original, but all such respective counterparts shall together constitute one and the same instrument. If the foregoing is in accordance with your understanding, please sign and return to us one for the Company and one for the Purchaser plus one for each counsel counterparts hereof. Very truly yours, CBL & Associates Properties, Inc. By: /s/ Charles B. Lebovitz -------------------------------- Name: Charles B. Lebovitz Title: Chairman of the Board, President and Chief Executive Officer CBL & Associates Limited Partnership By CBL & Associates Properties, Inc., its general partner CBL & Associates Properties, Inc. By: /s/ Charles B. Lebovitz -------------------------------- Name: Charles B. Lebovitz Title: Chairman of the Board, President and Chief Executive Officer Accepted as of the date hereof: CBL & Associates, Inc. By: /s/ Charles B. Lebovitz ----------------------------- Name: Charles B. Lebovitz Title: President and Chief Executive Officer SCHEDULE I
Number of Shares Name and Address of Purchaser to be Purchased - ----------------------------- ------------------ CBL & Associates, Inc. One Park Place 6148 Lee Highway Chattanooga, TN 37421 55,000 -------- Total . . . . . . . . . . . . . . . . . . . 55,000 ========
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