-----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, PZxKM2QQT1VQmLWDNDOOQzCwhteHTItPTLAKXLBGPxxFoLlO6jUUXZGsnkPtIE8r KhpzgTl9bZEurAekwIU36w== /in/edgar/work/20000719/0000899140-00-000331/0000899140-00-000331.txt : 20000920 0000899140-00-000331.hdr.sgml : 20000920 ACCESSION NUMBER: 0000899140-00-000331 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20000719 EFFECTIVENESS DATE: 20000719 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CBL & ASSOCIATES PROPERTIES INC CENTRAL INDEX KEY: 0000910612 STANDARD INDUSTRIAL CLASSIFICATION: [6798 ] IRS NUMBER: 621545718 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-41768 FILM NUMBER: 675466 BUSINESS ADDRESS: STREET 1: ONE PARK PLACE STREET 2: 6148 LEE HWY SUITE 300 CITY: CHATTANOOGA STATE: TN ZIP: 37421 BUSINESS PHONE: 4238550001 MAIL ADDRESS: STREET 1: 61048 LEE HIGHWAY SUITE 300 STREET 2: ONE PARK PLACE CITY: CHATTANOOGA STATE: TN ZIP: 37421 S-8 1 0001.txt REGISTRATION STATEMENT As filed with the Securities and Exchange Commission on July 19, 2000 Registration No. 333-______ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 CBL & Associates Properties, Inc. --------------------------------------------------- (Exact name of issuer as specified in its charter) Delaware 62-1545718 - --------------------------------- ---------------------- (State or other jurisdiction (I.R.S. Employer of incorporation or organization) Identification Number) One Park Place 6148 Lee Highway Chattanooga, Tennessee 37421 (423) 855-0001 -------------------------------- (Address, including zip code, and telephone number, including area code, of principal executive offices) CBL & Associates Properties, Inc. 1993 Stock Incentive Plan ----------------------------------------------------------- (Full title of the plan) Charles B. Lebovitz Chairman of the Board of Directors and Chief Executive Officer CBL & Associates Properties, Inc. One Park Place 6148 Lee Highway Chattanooga, Tennessee (423) 855-0001 ------------------------------------------------------------ (Name, address (including zip code) and telephone number (including area code) of agent for service) --------------------- COPY TO: Yaacov M. Gross, Esq. Willkie Farr & Gallagher 787 Seventh Avenue New York, New York 10019 (212) 728-8000
CALCULATION OF REGISTRATION FEE - ---------------------- ----------------- ----------------- --------------------- ----------------- Proposed Proposed maximum maximum Amount of Title of securities Amount to be offering price aggregate registration fee to be registered registered (1) per share (2) offering price (2) (3) - ---------------------- ----------------- ----------------- --------------------- ----------------- Common Stock, 1,200,000 $24.59375 $29,512,500 $7,791.30 $0.01 par value per share The contents of the Registration Statements on Form S-8 (Registration Nos. 33-73376 and 333-04295) of CBL & Associates Properties, Inc. (the "Company"), filed under the Securities Act of 1933, as amended (the "Securities Act") on December 23, 1993 and May 22, 1996, respectively, are hereby incorporated by reference. - ----------------------- (1) This Registration Statement covers an additional 1,200,000 shares authorized to be granted or issued upon exercise of options under the CBL & Associates Properties, Inc. 1993 Stock Incentive Plan, as amended (the "Plan"). In addition, this Registration Statement covers an indeterminable number of additional shares as may hereafter be offered or issued pursuant to the Plan, to prevent dilution resulting from stock splits, stock dividends or similar transactions effected without the receipt of consideration and pursuant to Rule 416(c) under the Securities Act. (2) Estimated solely for calculating the amount of the registration fee, pursuant to Rule 457(h) under the Securities Act, based on the average of high and low prices reported in the consolidated reporting system as of July 13, 2000 (a date within 5 business days prior to the filing of this Registration Statement). (3) Calculated by multiplying the aggregate offering price by .000264.
PART I INFORMATION NOT REQUIRED IN THE REGISTRATION STATEMENT PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE The following documents, filed with the Securities and Exchange Commission (the "Commission") by the Company are incorporated herein by reference: (a) The Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1999 filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act") on March 29, 2000. (b) The Company's Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2000 filed under the Exchange Act on May 15, 2000. (c) The Company's Current Reports on Form 8-K filed under the Exchange Act on February 3, 2000 and April 27, 2000. (d) The description of the Company's common stock, $0.01 par value per share (the "Common Stock"), which is contained in the Company's registration statement on Form S-3/A filed under the Exchange Act on March 23, 1998. In addition, all documents filed by the Company with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the date of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all the securities offered hereby have been sold or which deregisters all securities then remaining unsold shall be deemed to be incorporated herein by reference and to be a part hereof from the date of the filing of such documents with the Commission. Item 8. EXHIBITS Exhibit No. - ----------- 5 Opinion of Willkie Farr & Gallagher, counsel to the Company, as to the legality of the shares being registered. 23.1 Consent of Arthur Andersen LLP. 23.2 Consent of Willkie Farr & Gallagher (included in Exhibit 5). 24 Power of Attorney (reference is made to the signature page). SIGNATURES Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Chattanooga, State of Tennessee, on the 19th day of July, 2000. CBL & ASSOCIATES PROPERTIES, INC. By: /s/ Charles B. Lebovitz ------------------------------ Charles B. Lebovitz Chairman of the Board and Chief Executive Officer POWER OF ATTORNEY ----------------- KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Charles B. Lebovitz, John N. Foy and Stephen D. Lebovitz and each of them, with full power to act without the other, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary fully to all intents and purposes as he might or could do in person thereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his substitutes or substitute, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated:
Signature Title Date - --------- ----- ---- /s/ Charles B. Lebovitz Chairman of the Board of Directors July 19, 2000 - ------------------------------ and Chief Executive Officer Charles B. Lebovitz (Principal Executive Officer) /s/ John N. Foy Director, Vice Chairman of the July 19, 2000 - ------------------------------ Board of Directors, Chief Financial John N. Foy Officer and Treasurer (Principal Financial and Accounting Officer) /s/ Stephen D. Lebovitz Director, President and Secretary July 19, 2000 - ------------------------------ Stephen D. Lebovitz /s/ Claude M. Ballard Director July 19, 2000 - ------------------------------ Claude M. Ballard /s/ Leo Fields Director July 19, 2000 - ------------------------------ Leo Fields /s/ William J. Poorvu Director July 19, 2000 - ------------------------------ William J. Poorvu /s/ Winston W. Walker Director July 19, 2000 - ------------------------------ Winston W. Walker
EXHIBIT INDEX Exhibit No. Description - ----------- ----------- 5 Opinion of Willkie Farr & Gallagher, counsel to the Company, as to the legality of the shares being registered. 23.1 Consent of Arthur Andersen LLP. 23.2 Consent of Willkie Farr & Gallagher (contained in Exhibit 5). 24 Power of Attorney (reference is made to the signature page). EX-5 2 0002.txt OPINION OF WILLKIE FARR & GALLAGHER Willkie Farr & Gallagher 787 Seventh Avenue New York, NY 10019 July 19, 2000 CBL & Associates Properties, Inc. One Park Place 6148 Lee Highway Chattanooga, Tennessee 37421 Ladies and Gentlemen: We have acted as counsel to CBL & Associates Properties, Inc., a corporation organized under the laws of the State of Delaware (the "Company"), with respect to the Company's Form S-8 Registration Statement (the "Registration Statement") to be filed by the Company with the Securities and Exchange Commission on or about July 19, 2000. The Registration Statement relates to the registration under the Securities Act of 1933, as amended, by the Company of an additional 1,200,000 shares (the "Shares") of Common Stock, par value $0.01 per share, authorized to be granted or issued upon exercise of stock options to be granted under the CBL & Associates Properties, Inc. 1993 Stock Incentive Plan, as amended (the "Plan"). As counsel for the Company, we have examined, among other things, such federal and state laws and originals and/or copies (certified or otherwise identified to our satisfaction) of such documents, certificates and records as we deemed necessary and appropriate for the purpose of preparing this opinion. In such examinations, we have assumed the genuineness of all signatures and the authenticity of all documents submitted to us as originals and the conformity to original documents of all documents submitted to us as conformed or photostatic copies. Based on the foregoing, we hereby inform you that, in our opinion, the Shares have been duly and validly authorized for issuance and, when issued in accordance with the terms of the Plan for consideration in excess of $0.01 per share, will be validly and legally issued, fully paid and nonassessable. We hereby consent to the inclusion of this opinion as part of the Registration Statement. We are members of the Bar of the State of New York and do not purport to be experts in the laws of jurisdictions other than the State of New York, the General Corporation Law of the State of Delaware and the federal laws of the United States of America. This opinion is furnished to you solely for your information in connection with the Registration Statement and is not to be used, circulated, quoted or otherwise referred to for any other purpose without our express written permission. Very truly yours, /s/ Willkie Farr & Gallagher Willkie Farr & Gallagher EX-23.1 3 0003.txt CONSENT OF ARTHUR ANDERSEN LLP CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation by reference in this registration statement of our reports dated February 2, 2000 incorporated by reference in CBL & Associates Properties, Inc.'s Form 10-K for the year ended December 31, 1999 and to all references to our Firm included in this registration statement. /s/ Arthur Andersen LLP Chattanooga, Tennessee July 14, 2000 -----END PRIVACY-ENHANCED MESSAGE-----