8-K 1 form8k.txt FORM 8-K 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 18, 2006 CBL & ASSOCIATES PROPERTIES, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 1-12494 62-154718 (State or Other Jurisdiction of (Commission File Number) (I.R.S. Employer Incorporation) 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)) Item 1.01 Entry Into a Material Definitive Agreement Annual Restricted Common Stock Grants Effective May 18, 2006 and in accordance with the prior approval of the Compensation Committee of the Board of Directors of CBL & Associates Properties, Inc. (the "Company"), the Company issued a total of 180,150 shares of its common stock pursuant to annual restricted stock awards under its Amended and Restated Stock Incentive Plan. Included in these grants were the following restricted stock awards to those individuals who qualify as "named executive officers" (pursuant to Item 402(a)(3) of Securities and Exchange Commission Regulation S-K):
Name: Title: Number of Shares Granted: ------------------------ --------------------------------------- ------------------------ Charles B. Lebovitz Chairman of the Board and 15,000 Chief Executive Officer John N. Foy Vice Chairman of the Board, Chief 15,000 Financial Officer and Treasurer Stephen D. Lebovitz Director, President and Secretary 15,000 Eric P. Snyder Senior Vice President and 3,000 Director of Corporate Leasing Augustus N. Stephas Senior Vice President - Accounting 3,000 and Controller
Each of these grants of restricted stock is subject to a five year vesting schedule, and to the other terms and conditions prescribed in the Company's Form of Stock Restriction Agreement for 2006 restricted stock awards, a copy of which is filed as an exhibit to this report. These terms and conditions are substantially identical to those of the prior year's restricted stock grants, except for the addition of a provision which states that, if a grantee retires from the Company after reaching age 70 and having maintained at least 10 years of continuous employment with the Company, its subsidiaries or affiliates, the restricted shares that are non-vested on the date of such retirement shall immediately vest. 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 --------------- ------------------------------------------ 10.5.11 Form of Stock Restriction Agreement for 2006 restricted stock awards. 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/ Augustus N. Stephas -------------------------------------- Senior Vice President - Accounting and Controller Date: May 24, 2006