-----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, On4DSfvGNfgh3AWY7d8fHG1tvZNCB/ObOpsVkQqKUnE8XfdA6OavHHVXAdTWuk2f czCT0qMClyXL4UvwXLx3Xg== 0000910612-05-000053.txt : 20050511 0000910612-05-000053.hdr.sgml : 20050511 20050511160647 ACCESSION NUMBER: 0000910612-05-000053 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050511 ITEM INFORMATION: Other Events FILED AS OF DATE: 20050511 DATE AS OF CHANGE: 20050511 FILER: 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-12494 FILM NUMBER: 05820906 BUSINESS ADDRESS: STREET 1: 2030 HAMILTON PLACE BVLD, SUITE 500 STREET 2: CBL CENTER CITY: CHATTANOOGA STATE: TN ZIP: 37421 BUSINESS PHONE: 4238550001 MAIL ADDRESS: STREET 1: 2030 HAMILTON PLACE BVLD, SUITE 500 STREET 2: CBL CENTER CITY: CHATTANOOGA STATE: TN ZIP: 37421 8-K 1 form8k.txt FORM 8K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): May 11, 2005 CBL & ASSOCIATES PROPERTIES, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 1-12494 62-154718 (State or Other Jurisdiction (Commission File (I.R.S. Employer of Incorporation) Number) Identification No.) Suite 500, 2030 Hamilton Place Blvd, Chattanooga, TN 37421 (Address of principal executive office, including zip code) (423) 855-0001 (Registrant's telephone number, including area code) N/A (Former name, former address and former fiscal year, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) 1 Item 8.01 Other Events CBL & Associates Properties, Inc. (the "Company") announced today that its Board of Directors has approved a two-for-one stock split of the Company's common stock. The stock split will be affected in the form of a 100% stock dividend. The record date for the stock split will be June 1, 2005, with a distribution date of June 15, 2005. The stock split will increase the Company's outstanding common shares and Operating Partnership Units from approximately 31,469,000 and 25,630,000 to approximately 62,938,000 and 51,260,000, respectively. The Company sought approval from its shareholders to increase the authorized shares of the common stock under the Company's amended and restated certificate of incorporation to 180 million from 95 million, in order to provide a sufficient pool from which to issue the stock dividend. The increase was approved at the Annual Meeting of Shareholders held on May 9, 2005. The press release announcing the two-for-one stock split is attached as exhibit 99.1 Item 9.01 Financial Statements and Exhibits (a) Financial Statements of Businesses Acquired Not applicable (b) Pro Forma Financial Information Not applicable (c) Exhibits Exhibit Number Description 99.1 Press Release - CBL & Associates Properties, Inc. Announces Two-For-One Stock Split 2 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. CBL & ASSOCIATES PROPERTIES, INC. /s/ John N. Foy ------------------------------------------ John N. Foy Vice Chairman, Chief Financial Officer and Treasurer (Authorized Officer of the Registrant, Principal Financial Officer and Principal Accounting Officer) Date: May 11, 2005 EX-99 3 pressrelease.txt EXHIBIT 99.1 PRESS RELEASE Exhbit 99.1 [CBL & ASSOCIATES PROPERTIES, INC. LETTERHEAD] Contact: Katie Knight Director, Investor Relations (423) 855-0001 CBL & ASSOCIATES PROPERTIES ANNOUNCES TWO-FOR-ONE STOCK SPLIT CHATTANOOGA, Tenn. (May 11, 2005) CBL & Associates Properties, Inc. (NYSE: CBL) announced today that its Board of Directors has approved a two-for-one stock split of the Company's common stock. The stock split will be affected in the form of a 100% stock dividend. The record date for the stock split will be June 1, 2005, with a distribution date of June 15, 2005. The stock split will increase the Company's outstanding common shares and Operating Partnership Units from approximately 31,469,000 and 25,630,000 to approximately 62,938,000 and 51,260,000, respectively. The Company sought approval from its shareholders to increase the authorized shares of the common stock under the Company's amended and restated certificate of incorporation to 180 million from 95 million, in order to provide a sufficient pool from which to issue the stock dividend. The increase was approved at the Annual Meeting of Shareholders held on May 9, 2005. CBL & Associates Properties, Inc. is the fourth largest mall REIT in North America and the largest owner of malls and shopping centers in the Southeast ranked by GLA. CBL owns, holds interests in or manages 167 properties, including 70 enclosed regional malls. The properties are located in 29 states and total 73.5 million square feet including 2.0 million square feet of non-owned shopping centers managed for third parties. CBL currently has nine projects under construction totaling approximately 1.5 million square feet. The projects include two open-air shopping centers located in Ft. Myers, FL, and Memphis (Southaven, MS), TN, one associated center, three community centers and three expansions. In addition to its office in Chattanooga, TN, CBL has a regional office in Boston (Waltham), MA. Additional information can be found at cblproperties.com Information included herein contains "forward-looking statements" within the meaning of the federal securities laws. Such statements are inherently subject to risks and uncertainties, many of which cannot be predicted with accuracy and some of which might not even be anticipated. Future events and actual events, financial and otherwise, may differ materially from the events and results discussed in the forward-looking statements. The reader is directed to the Company's various filings with the Securities and Exchange Commission, including without limitation the Company's Annual Report on Form 10-K and the "Management's Discussion and Analysis of Financial Condition and Results of Operations" incorporated by reference therein, for a discussion of such risks and uncertainties. -----END PRIVACY-ENHANCED MESSAGE-----