-----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, IFj7fkLKa9BVJEi1qNFOsMHWTwS6RdcHdq11LjvoMWlYl+geDs73M61U3U3+Y8tA in6oqMcG60cPl2qKTJ8fmQ== 0000910612-06-000215.txt : 20061227 0000910612-06-000215.hdr.sgml : 20061227 20061227155220 ACCESSION NUMBER: 0000910612-06-000215 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20061227 ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20061227 DATE AS OF CHANGE: 20061227 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: 061300755 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.htm 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):  December 27, 2006

 

CBL & ASSOCIATES PROPERTIES, INC.

 

(Exact Name of Registrant as Specified in its Charter)

 

Delaware

 

1-12494

 

62-154718

(State or Other Jurisdiction of

Incorporation)

 

(Commission File Number)

 

(I.R.S. Employer 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))

 

F:\CHATTANOOGA\400002.03

 

 

 

Item 9.01

Financial Statements and Exhibits

 

(a)

Financial Statements of Businesses Acquired

 

Not applicable

 

(b)

Pro Forma Financial Information

 

Not applicable

 

(c)

Shell Company Transactions

 

Not applicable

 

(d)

Exhibits

 

The following Exhibits are incorporated by reference into Registration Statement No. 333-131092 on Form S-3 filed by CBL & Associates Properties, Inc. (the “Company”) with the Securities and Exchange Commission as exhibits thereto and are filed as part of this Report:

 

 

Exhibit Number

Description

5.3

Opinion of Husch & Eppenberger, LLC, counsel for the Company.

23.6

Consent of Husch & Eppenberger, LLC (included in Exhibit 5.3)

 

 

F:\CHATTANOOGA\400002.03

 

 

 

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

 

 

 

 

 

Date: December 27, 2006

 

F:\CHATTANOOGA\400002.03

 

 

 

EXHIBIT INDEX

 

Exhibit No.

Description

 

 

5.3

Opinion of Husch & Eppenberger, LLC, counsel for the Company.

 

 

23.6

Consent of Husch & Eppenberger, LLC (included in Exhibit 5.3)

 

 

 

 

 

 

 

 EX-5 3 exhibit53.htm EXHIBIT 5.3

Exhibit 5.3

 

[LETTERHEAD OF HUSCH & EPPENBERGER, LLC]

 

 

December 27, 2006

 

CBL & Associates Properties, Inc.

2030 Hamilton Place Blvd.

Suite 500

Chattanooga, Tennessee 37421

 

Ladies and Gentlemen:

 

We have acted as counsel for CBL & Associates Properties, Inc., a corporation organized under the laws of the State of Delaware (the “Company”), in connection with the registration under the Securities Act of 1933, as amended (the “Act”), of an aggregate of 499,578 shares of the Company’s common stock, par value $.01 per share (the “Shares”), which may be sold from time to time by selling stockholder Mead Properties, Inc., as set forth in Prospectus Supplement No. 2 dated December 27, 2006 to be filed by the Company with the Securities and Exchange Commission (the “SEC”) on or about December 27, 2006 (the “Prospectus Supplement”) to the Prospectus dated January 18, 2006, as previously supplemented by the Prospectus Supplement dated June 14, 2006 (collectively, the “Prospectus”) under the Company’s Automatic Shelf Registration Statement on Form S-3 (File 333-131092) filed by the Company with the SEC on January 18, 2006 (the “Registration Statement”).

 

As counsel for the Company, we have examined such documents and certificates of officers of the Company as we have deemed necessary or appropriate to provide a basis for the opinion set forth below. In this examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as original documents and conformity to original documents of all documents submitted to us as certified or photostatic copies.

 

Based upon and subject to the foregoing, we are of the opinion that the Shares being registered for offer and sale from time to time by Mead Properties, Inc., as set forth in the above-referenced Prospectus Supplement filed pursuant to the Registration Statement, have been duly authorized and validly issued and are fully paid and non-assessable.

 

We hereby consent to the filing of this opinion, or copies thereof, as an exhibit to the Registration Statement and to the statement made regarding our firm under the caption “Legal Matters” in the Prospectus Supplement. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the SEC.

 

We are members of the Bar of the State of Tennessee and do not purport to be experts in the laws of jurisdictions other than the State of Tennessee, the General Corporation Law of the State of Delaware (including applicable provisions of the Delaware Constitution and reported judicial decisions interpreting such laws) and the Federal securities laws of the United States of America. This opinion is furnished to you solely for your use in connection with the Registration Statement and is not to be used, circulated, quoted or otherwise referred to for any other purpose without our prior written consent.

 

Very truly yours,

 

Husch & Eppenberger, LLC

 

/s/ Husch & Eppenberger, LLC

 

 

 

 

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