UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 3)
CBL & ASSOCIATES PROPERTIES
----------------------
(NAME OF ISSUER)
COMMON STOCK
----------------------
(TITLE OF CLASS OF SECURITIES)
124830100
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(CUSIP NUMBER)
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CHECK THE APPROPRIATE BOX TO DESIGNATE THE RULE PURSUANT TO WHICH THIS SCHEDULE
IS FILED:
/X/ RULE 13d-1(b)
/ / RULE 13d-1(c)
/ / RULE 13d-1(d)
PAGE 1 OF 8 PAGES
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1 NAME OF REPORTING PERSON:
LaSalle Investment Management, Inc.
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON:
36-4160747
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) /X/
(b) / /
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
Maryland
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5 SOLE VOTING POWER
0
---------------------------------------------------------
NUMBER 6 SHARED VOTING POWER
OF SHARES
BENEFICIALLY 0
OWNED BY ---------------------------------------------------------
EACH 7 SOLE DISPOSITIVE POWER
REPORTING
PERSON WITH 0
---------------------------------------------------------
8 SHARED DISPOSITIVE POWER
0
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
Excludes shares beneficially owned by LaSalle Investment Management
(Securities), L.P.
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0%
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12 TYPE OF REPORTING PERSON*
IA
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
2
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1 NAME OF REPORTING PERSON:
LaSalle Investment Management (Securities), L.P.
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON:
36-3991973
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) /X/
(b) / /
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
Maryland
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5 SOLE VOTING POWER
80,100
---------------------------------------------------------
NUMBER 6 SHARED VOTING POWER
OF SHARES
BENEFICIALLY 278,000
OWNED BY ---------------------------------------------------------
EACH 7 SOLE DISPOSITIVE POWER
REPORTING
PERSON WITH 80,100
---------------------------------------------------------
8 SHARED DISPOSITIVE POWER
278,000
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
358,100
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
Excludes shares beneficially owned by LaSalle Investment
Management, Inc.
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
1.4%
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12 TYPE OF REPORTING PERSON*
IA
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
3
ITEM 1.
(a) Name of Issuer
CBL & Associates Properties
(b) Address of Issuer's Principal Executive Offices
One Park Place, 6148 Lee Highway
Chattanooga, TN 37421
ITEM 2.
LaSalle Investment Management, Inc. provides the following information:
(a) Name of Person Filing
LaSalle Investment Management, Inc.
(b) Address of Principal Business Office or, if none, Residence
200 East Randolph Drive
Chicago, Illinois 60601
(c) Citizenship
Maryland
(d) Title of Class of Securities
Common Stock, $.01 par value per share
(e) CUSIP Number
411465107
LaSalle Investment Management (Securities), L.P. provides the following
information:
(a) Name of Person Filing
LaSalle Investment Management (Securities), L.P.
(b) Address of Principal Business Office or, if none, Residence
200 East Randolph Drive
Chicago, Illinois 60601
(c) Citizenship
Maryland
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(d) Title of Class of Securities
Common Stock, $.01 par value per share
(e) CUSIP Number
94856P102
ITEM 3.* IF THIS STATEMENT IS FILED PURSUANT TO RULE 13d-1(b), OR 13d-2(b),
CHECK WHETHER THE PERSON FILING IS A:
(a) / / Broker or Dealer registered under Section 15 of the Act
(b) / / Bank as defined in Section 3(a)(6) of the Act
(c) / / Insurance Company as defined in Section 3(a)(19) of the Act
(d) / / Investment Company registered under Section 8 of the
Investment Company Act
(e) /X/ Investment Adviser registered under Section 203 of the
Investment Advisers Act of 1940
(f) / / Employee Benefit Plan, Pension Fund which is subject to the
provisions of the Employee Retirement Income Security Act of
1974 or Endowment Fund; see Section 240.13d-1(b)(1)(ii)(F)
(g) / / Parent Holding Company, in accordance with
Section 240.13d-1(b)(ii)(G) (Note: See Item 7)
(h) / / A savings association as defined in section 3(b) of the
Federal Deposit Insurance Act
(i) / / A church plan that is excluded from the definition of an
investment company under section 3(c)(14) of the Investment
Company Act of 1940
(j) / / Group, in accordance with Section 240.13d-1(b)-1(ii)(J)
* This response is provided on behalf of LaSalle Investment Management,
Inc. and LaSalle Investment Management (Securities), L.P., each an investment
adviser under Section 203 of the Investment Advisers Act of 1940.
ITEM 4. OWNERSHIP
If the percent of the class owned, as of December 31 of the year covered
by the statement, or as of the last day of any month described in Rule
13d-1(b)(2), if applicable, exceeds five percent, provide the following
information as of that date and identify those shares which there is a right to
acquire.
LaSalle Investment Management, Inc. provides the following information:
(a) Amount Beneficially Owned
0
(b) Percent of Class
0%
5
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote
0
(ii) shared power to vote or to direct the vote
0
(iii) sole power to dispose or to direct the disposition of
0
(iv) shared power to dispose or to direct the disposition
of 0
LaSalle Investment Management (Securities), L.P. provides the following
information:
(a) Amount Beneficially Owned
358,100
(b) Percent of Class
1.4%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote
80,100
(ii) shared power to vote or to direct the vote
278,000
(iii) sole power to dispose or to direct the disposition of
80,100
(iv) shared power to dispose or to direct the disposition
of 278,000
6
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
If this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of more than
five percent of the class of securities, check the following /X/.
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON
Not applicable.
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE
SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY
Not applicable.
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
The two members of the Group are: LaSalle Investment
Management, Inc. ("LaSalle") and LaSalle Investment Management (Securities),
L.P. ("LIMS").
LIMS is a Maryland limited partnership, the limited partner of
which is LaSalle and the general partner of which is LaSalle Investment
Management (Securities), Inc., a Maryland corporation, the sole stockholder of
which is LaSalle. LaSalle and LIMS, each registered investment advisers, have
different advisory clients.
ITEM 9. NOTICE OF DISSOLUTION OF GROUP
Not applicable.
ITEM 10. CERTIFICATION
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired in the ordinary course of
business and were not acquired for the purpose of and do not have the effect of
changing or influencing the control of the issuer of such securities and were
not acquired in connection with or as a participant in any transaction having
such purposes or effect.
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this Statement is true, complete and
correct.
The parties agree that this statement is filed on behalf of each of
them.
Dated: February 14, 2002
LASALLE INVESTMENT MANAGEMENT, INC.
By: /s/ DENISE R. ORGANT
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Name: Denise R. Organt
Title: Vice President
LASALLE INVESTMENT MANAGEMENT (SECURITIES), L.P.
By: /s/ DENISE R. ORGANT
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Name: Denise R. Organt
Title: Vice President
8