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): June 8, 2009
CBL & ASSOCIATES PROPERTIES, INC.
(Exact Name of Registrant as Specified in its Charter)
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Delaware |
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1-12494 |
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62-1545718 |
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(State or Other Jurisdiction of Incorporation) |
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(Commission File Number) |
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(I.R.S. Employer Identification No.) |
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Suite 500, 2030 Hamilton Place Blvd, Chattanooga, TN 37421 |
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(Address of principal executive office, including zip code) |
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(423) 855-0001 |
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(Registrant’s telephone number, including area code) |
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N/A |
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(Former name, former address and former fiscal year, if changed since last report) |
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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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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Item 7.01 |
Regulation FD Disclosure. |
On June 8, 2009, CBL & Associates Properties, Inc. (the “Company”) announced that it plans to sell 50,000,000 shares of newly issued common stock in an underwritten public offering pursuant to its effective shelf registration statement previously filed with the Securities and Exchange Commission. In addition, the Company intends to grant the underwriters a 30-day option to purchase up to 7,500,000 additional shares of common stock at the public offering price, less the underwriting discount.
The Company’s press release is attached as Exhibit 99.1 hereto.
The information in this Form 8-K and the Exhibit attached hereto shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.
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Item 9.01 |
Financial Statements and Exhibits |
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(a) |
Financial Statements of Businesses Acquired |
Not applicable
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(b) |
Pro Forma Financial Information |
Not applicable
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(c) |
Exhibits |
Exhibit
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Description |
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99.1 |
Press Release – CBL & Associates Properties Announces Common Stock Offering |
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.
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CBL & ASSOCIATES PROPERTIES, INC. |
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/s/ John N. Foy |
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John N. Foy |
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Vice Chairman, |
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Chief Financial Officer and Treasurer |
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Date: June 8, 2009