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): November 23, 2004
CBL & ASSOCIATES PROPERTIES, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware 1-12494 62-154718
(State or Other Jurisdiction (Commission File (I.R.S. Employer
of Incorporation) Number) 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 7.01 Regulation FD Disclosure
On November 23, 2004, CBL & Associates Properties, Inc. (the "Company")
issued a press release announcing the contribution of the 340,000-square-foot
Charter Oak Marketplace in Hartford, Connecticut, to Galileo America LLC, the
Company's joint venture with the U.S. affiliate of Australia-based Galileo
America Shopping Trust. Based upon the contribution of Charter Oak Marketplace
before the center was completed, the Company expects to report an initial gain
of approximately $2.7 million, or $0.05 per diluted, fully converted share,
which will be included in FFO for the fourth quarter 2004. This will contribute
approximately $0.05 per diluted share to GAAP earnings per share in the fourth
quarter 2004. The Company has deferred additional gain until it can be
recognized.
The Company also announced in the press release that in connection with
Galileo's separate acquisition of ten shopping centers in New England for a base
purchase price of $201.9 million the Company will receive an acquisition fee of
approximately $1.6 million, or 80 basis points of the purchase price. Galileo
has agreed to purchase the properties from a joint venture of Samuels &
Associates and Edens and Avant in three phases. CBL will recognize approximately
$1.5 million of this fee as revenue pro rata as each phase closes. CBL expects
to recognize approximately 54% of this fee in the fourth quarter of 2004, 10% in
the first quarter of 2005 and 36% in the second quarter of 2005 as the phases
are closed.
The press release is attached as Exhibit 99.1.
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
99.1 Press Release - CBL & Associates Properties To Recognize Gains From Galileo
Transactions In Fourth Quarter
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
(Authorized Officer of the Registrant,
Principal Financial Officer and
Principal Accounting Officer)
Date: November 23, 2004