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