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): February 23, 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
On February 23, 2006, CBL & Associates Properties, Inc. (the "Company") and
the other parties thereto completed the execution of an amendment, to be
effective as of January 1, 2006, to that certain Voting and Standstill
Agreement, effective as of September 25, 2000, between the Company, CBL &
Associates Limited Partnership, a Delaware limited partnership (the "Operating
Partnership"); certain of the Company's principals (Charles B. Lebovitz, Stephen
D. Lebovitz, John N. Foy, and CBL & Associates, Inc., collectively the "CBL
Parties"); Jacobs Realty Investors Limited Partnership, a Delaware limited
partnership ("JRI"); Richard E. Jacobs, solely as Trustee for the Richard E.
Jacobs Revocable Living Trust ("REJ'"); Richard E. Jacobs, solely as Trustee for
the David H. Jacobs Marital Trust ("DHJ" and together with REJ, the "Jacobs
Trusts"); and Martin J. Cleary ("Cleary").
The Voting and Standstill Agreement, the terms of which are described in
more detail under the heading "Certain Terms of the Jacobs Acquisition" in the
Company's Proxy Statement dated April 1, 2005, was originally executed in
connection with the Company's acquisition of a portfolio of properties from JRI
and certain of its affiliates and partners. It is the agreement pursuant to
which JRI currently is entitled to nominate two designees as members of the
Board. Martin J. Cleary and Gary L. Bryenton are the current members of the
Company's Board of Directors who were nominated as JRI designees pursuant to the
Voting and Standstill Agreement.
The sole purpose of the amendment is to release and remove Martin J. Cleary
as a party to the Voting and Standstill Agreement, and does not alter the
agreement in any other respect. Following the amendment, neither Mr. Cleary nor
Mr. Bryenton are parties to the Voting and Standstill Agreement.
Item 9.01 Financial Statements and Exhibits
(a) Financial Statements of Businesses Acquired
Not applicable
(b) Pro Forma Financial Information
Not applicable
(c) Exhibits
The Amendment to the Voting and Standstill Agreement will be filed as an
exhibit to the Company's periodic reports not later than the due date for
the Form 10-Q for the quarter ending March 31, 2006.
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: March 1, 2006