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)

 

 

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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

 

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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)