-----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, MoeI9UKMoYWEeUNlydYQUMb3hLFySoHoe4H6RXCLAzqltCzhsc6uV2DD6Tm1Ft5/ awmDIJewsdXendmgETYheg== 0000940180-98-000703.txt : 19980625 0000940180-98-000703.hdr.sgml : 19980625 ACCESSION NUMBER: 0000940180-98-000703 CONFORMED SUBMISSION TYPE: 8-A12B PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19980624 SROS: NYSE 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-A12B SEC ACT: SEC FILE NUMBER: 001-12494 FILM NUMBER: 98653553 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 8-A12B 1 FORM 8-A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(B) OR (G) OF THE SECURITIES EXCHANGE ACT OF 1934 CBL & ASSOCIATES PROPERTIES, INC. - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 62-1545718 - ---------------------------- -------------------------- (State of incorporation or (I.R.S. Employer organization) Identification No.) 6148 Lee Highway, Suite 300 Chattanooga, Tennessee 37421 - ---------------------------- ---------------------------- (Address of principal (Zip Code) executive offices) Securities to be registered pursuant to Section 12(b) of the Act: Title of each class Name of each exchange on which to be so registered each class is to be registered ------------------- ------------------------------ 9.0% Series A Cumulative New York Stock Exchange Redeemable Preferred Stock, $.01 par value If this Form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), please check the following box. [X] If this Form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), please check the following box. [ ] Securities Act registration statement file number to which this form relates: 333-47041. - --------- Securities to be registered pursuant to Section 12(g) of the Act: None ----------------------------------- (Title of class) 2 Item 1. Description of Registrant's Securities to be Registered. ------------------------------------------------------- The description of the Registrant's 9.0% Series A Cumulative Redeemable Preferred Stock, $.01 par value, under the captions "Description of Series A Preferred Stock" in the Registrant's Prospectus Supplement and "Description of Capital" in the accompanying Prospectus (i) as filed with the Securities and Exchange Commission (the "Commission") pursuant to Rule 424(b) under the Securities Act of 1933, as amended, on June 23, 1998, and (ii) relating to the Registrant's Registration Statement on Form S-3 (File No. 333-47041), is incorporated herein by reference. Item 2. Exhibits. -------- 3(a)(i). Amended and Restated Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 3(a) to Post-Effective Amendment No. 1 to the Registrant's Registration Statement on Form S-11 (File No. 33-677372) filed with the Commission on January 27, 1994). 3(a)(ii). Certificate of Amendment to the Amended and Restated Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit B to the Registrant's Definitive Schedule 14A, Dated April 1, 1996). 3(a)(iii). Form of Certificate of Designations, Number, Voting Powers, Preferences and Rights of the Registrant's 9.0% Series A Cumulative Redeemable Preferred Stock (incorporated by reference to Exhibit 3.1 to the Registrant's Current Report on 8-K, dated June 24, 1998). 3(a). Amended and Restated By-laws of the Registrant (incorporated by reference to Exhibit 3(b) to Post-Effective Amendment No. 1 to the Registrant's Registration Statement on Form S-11 (File No. 33-677372) filed with the Commission on January 27, 1994). 4. Specimen of the Registrant's 9.0% Series A Cumulative Redeemable Preferred Stock Certificate. 3 SIGNATURE Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized. CBL & ASSOCIATES PROPERTIES, INC. Dated: June 24, 1998 By: /s/ John Foy ------------------------------------- Name: John Foy Title: Executive Vice President and Chief Financial Officer 4 EX-4 2 CERTIFICATE OF STOCK Exhibit 4 THIS CERTIFICATE IS TRANSFERABLE 9.0% SERIES A CUMULATIVE IN BOSTON, MASSACHUSETTS REDEEMABLE PREFERRED STOCK OR NEW YORK, NEW YORK PAR VALUE $.01 PER SHARE SEE REVERSE SIDE FOR LEGEND CUSIP 124830 20 9 DESCRIBING CERTAIN SEE REVERSE FOR CERTAIN DEFINITIONS RESTRICTIONS ON TRANSFERABILITY CBL & ASSOCIATES PROPERTIES, INC. INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE This certifies that is the owner of FULLY PAID AND NON-ASSESSABLE SHARES OF THE 9.0% SERIES A CUMULATIVE PREFERRED STOCK OF CBL & ASSOCIATES PROPERTIES,INC. transferable on the books of the Corporation by the holder hereof in person or by duly authorized attorney upon surrender of this certificate properly endorsed. This certificate and the shares represented hereby are issued and shall be held subject to all of the provisions of the Certificate of Incorporation, as amended, of the Corporation, copies of which are on file in the office of the Transfer Agent, to all of which the holder of this certificate by acceptance hereof assents. This certificate is not valid until counstersigned by the Transfer Agent and registered by the Registrar. Witness the facsimile seal of the Corporation and the facsimile signatures of its duly authorized officers. Dated: COUNTERSIGNED AND REGISTERED: /s/ Charles B. Lebovitz BANKBOSTON, N.A. CHAIRMAN OF THE BOARD, TRANSFER AGENT PRESIDENT AND CHIEF AND REGISTRAR EXECUTIVE OFFICER BY AUTHORIZED SIGNATURE /s/ John N. Foy SECRETARY CBL & ASSOCIATES PROPERTIES, INC. _________________________________________________________________________ The shares of Equity Stock represented by this certificate are subject to restrictions on transfer for the purpose of the Corporation's maintenance of its status as a real estate investment trust under the Internal Revenue Code of 1986, as amended from time to time (the "Code"). Transfers in contravention of such restrictions may be void ab initio. Unless otherwise determined by the Board of Directors of the Corporation, no Person may (1) Beneficially Own or Constructively Own shares of Equity Stock in excess of 8% of the total value of the outstanding Equity Stock of the Corporation, determined as provided in the Corporation's Amended and Restated Certificate of Incorporation, as the same may be further amended from time to time (the "Certificate of Incorporation") (computed taking into account all outstanding shares of Equity Stock and all shares of Equity Stock issuable under existing Options and Exchange Rights that have not been exercised or Deferred Stock that has not vested) unless such Person is a member of the Lebovitz Group or the Wolford Group (in which case a higher Ownership Limit shall be applicable); or (2) Beneficially Own Equity Stock which would result in the Corporation being "closely held" under Section 856(h) of the Code. Any acquisition of Equity Stock and continued holding of ownership of Equity Stock constitutes a continuous representation of compliance with the above limitations, and any Person who attempts to Beneficially Own or Constructively Own shares of Equity Stock in excess of the above limitations must immediately so notify the Corporation. If the restrictions above are violated, the shares of Equity Stock represented hereby will be transferred automatically and by operation of law to a Trust and shall be designated Shares-in-Trust. In addition, certain Beneficial Owners or Constructive Owners of Equity Stock must give written notice as to certain information on a semi-annual or annual basis. All capitalized terms in this legend have the meanings defined in the Certificate of Incorporation, a copy of which, including the restrictions on transfer, will be sent without charge to each stockholder who so requests. ________________________________________________________________________________ The Corporation will furnish without charge to each stockholder who so requests the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights. Such request may be made to the office of the Secretary of the Corporation or to the Transfer Agent. The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM -- as tenants in common UNIF GIFT MIN ACT -- _____Custodian______ (Cust) (Minor) TEN ENT -- as tenants by the entireties under Uniform Gifts to Minors Act JT TEN -- as joint tenants with right _________________________________ of survivorship and not as (State) tenants in common Additional abbreviations may also be used though not in the above list. For Value Received, _________________ hereby sell, assign and transfer unto PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE ______________________________________________________________________________ ______________________________________________________________________________ ______________________________________________________________________________ (PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE) ______________________________________________________________________________ __________________________________________________________________ shares of the capital stock represented by the within Certificate, and do hereby irrevocably constitute and appoint __________________________________________________________________ Attorney to transfer the said stock on the books of the within-named Corporation with full power of substitution in the premises. Dated: _______________________ ______________________________________ NOTICE: THE SIGNATURE OF THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER. SIGNATURE(S) GUARANTEED: By:______________________________________ THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM), PURSUANT TO S.E.C. RULE 17Ad-16. -----END PRIVACY-ENHANCED MESSAGE-----