CBL & Associates Properties Announces Amendment to Special Meeting Proposal
September 08 2009 - 12:23PM
Business Wire
CBL & Associates Properties, Inc. (NYSE: CBL) today filed
supplemental proxy materials relating to the special meeting of
stockholders to be held at 4:00 p.m. EDT on September 21, 2009. The
special meeting has been called to vote on the proposed amendment
to CBL’s Amended and Restated Certificates of Incorporation to
increase the number of authorized shares of the Company’s Common
Stock, par value $.01 per share. The Company is revising the
proposed amendment to CBL’s Amended and Restated Certificate of
Incorporation to reduce the requested number of shares of common
stock from one billion to 350,000,000.
Shareholders of record as of August 10, 2009, will be mailed the
supplemental proxy materials and a new proxy card beginning on our
about September 9, 2009. ANY PROXY OR VOTE PREVIOUSLY SUBMITTED
IS NO LONGER VALID. YOU MUST SIGN AND RETURN A NEW PROXY
CARD FOR YOUR VOTE TO BE COUNTED AT THE SEPTEMBER 21, 2009
MEETING.
“The Company’s Board of Directors believes that it is important
for the Company to maintain financial flexibility and unanimously
supports this increase in authorized common stock,” said Charles B.
Lebovitz, chairman and chief executive officer of CBL &
Associates Properties, Inc. “We appreciate hearing from our
shareholders regarding the proposed increase and have carefully
considered the feedback we have received. As a result, the Board
has approved a reduction in the amount of increase we are
requesting to 350,000,000 from one billion.”
In connection with CBL’s recent Common Stock offering in June
2009, the Company entered into an Underwriting Agreement with the
underwriters named therein, for whom Merrill Lynch, Pierce, Fenner
& Smith Incorporated and Wells Fargo Securities, LLC (f/k/a
Wachovia Capital Markets, LLC) acted as representatives, pursuant
to which the Company agreed, among other things to use its best
effort to increase the total number of authorized shares of Common
Stock to one billion shares as soon as practicable. The Company has
received feedback from a number of major shareholders indicating
that they would be more comfortable supporting the proposed
amendment at a reduced amount. Therefore, the Company’s Board of
Directors has determined to reduce the requested number of common
shares to 350,000,000. The underwriters have accepted the reduction
in the requested increase.
About CBL & Associates
Properties, Inc.
CBL is one of the largest and most active owners and developers
of malls and shopping centers in the United States. CBL owns, holds
interests in or manages 161 properties, including 89 regional
malls/open-air centers. The properties are located in 27 states and
total 86.8 million square feet including 2.7 million square feet of
non-owned shopping centers managed for third parties. CBL currently
has four projects under construction totaling 2.3 million square
feet including Settlers Ridge in Pittsburgh, PA; The Pavilion at
Port Orange in Port Orange, FL; The Promenade in D’Iberville
(Biloxi/Gulfport), MS; and one community center. Headquartered in
Chattanooga, TN, CBL has regional offices in Boston (Waltham), MA,
Dallas, TX, and St. Louis, MO. Additional information can be found
at http://cblproperties.com/.
Information included herein contains "forward-looking
statements" within the meaning of the federal securities laws. Such
statements are inherently subject to risks and uncertainties, many
of which cannot be predicted with accuracy and some of which might
not even be anticipated. Future events and actual events, financial
and otherwise, may differ materially from the events and results
discussed in the forward-looking statements. The reader is directed
to the Company's various filings with the Securities and Exchange
Commission, including without limitation the Company's Annual
Report on Form 10-K and the "Management's Discussion and Analysis
of Financial Condition and Results of Operations" incorporated by
reference therein, for a discussion of such risks and
uncertainties.
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