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 15, 2005
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) Indetification 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
Effective June 15, 2005, CBL & Associates Limited Partnership, which is the
operating partnership of CBL & Associates Properties, Inc. (the "Company"),
executed the Third Amended and Restated Agreement of Limited Partnership of CBL
& Associates Limited Partnership (the "Agreement"). The purpose of the Agreement
was (i) to simplify the operating partnership's limited partnership agreement by
combining the Second Amended and Restated Agreement of Limited Partnership of
CBL & Associates Limited Partnership and four subsequent amendments thereto into
one agreement and (ii) to revise the Agreement to reflect the impact of the
previously announced two-for-one stock split of the Company that was effective
on June 15, 2005.
The Agreement is attached as Exhibit 10.1 to this Current Report on Form
8-K.
Item 9.01 Financial Statements and Exhibits
(a) Financial Statements of Businesses Acquired
Not applicable
(b) Pro Forma Financial Information
Not applicable
(c) Exhibits
10.1 Third Amended and Restated Agreement of Limited Partnership of CBL &
Associates Limited Partnership, dated June 15, 2005
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: June 21, 2005