SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A Amendment No. 1
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): August 26, 2004
CBL & ASSOCIATES PROPERTIES, INC.
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(Exact Name of Registrant as Specified in its Charter)
Delaware 1-12494 62-154718
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(State or Other Jurisdiction of (Commission File Number) (I.R.S. Employer
Incorporation) Identification No.)
Suite 500, 2030 Hamilton Place Blvd, Chattanooga, TN 37421
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(Address of principal executive office, including zip code)
(423) 855-0001
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(Registrant's telephone number, including area code)
N/A
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(Former name, former address and former fiscal year,
if changed since last report)
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ITEM 8.01 Other Events
CBL & Associates Properties, Inc. (the "Company") is filing this Amendment No. 1
to our Current Report on Form 8-K filed on August 30, 2004, for the sole purpose
of revising the report of independent registered public accounting firm (located
on page 26 of that Form 8-K) to correct a typographical error by deleting the
last sentence of the third paragraph of the report. The sentence "Also, in our
opinion, such financial statement schedules, when considered in relation to the
basic consolidated financial statements taken as a whole, present fairly in all
material respects the information set forth therein." should not have been
included in the report.
ITEM 9.01 Exhibits
Exhibit
Number Description
23.1 Consent of Deloitte & Touche LLP
99.1 Report of Independent Registered Public Accounting Firm
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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 thereunto duly authorized.
CBL & ASSOCIATES PROPERTIES, INC.
/s/ John N. Foy
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John N. Foy
Vice Chairman,
Chief Financial Officer and Treasurer
(Authorized Officer of the Registrant,
Principal Financial Officer and
Principal Accounting Officer)
Date: September 13, 2004
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Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in Registration Statements Nos.
333-73376, 333-04295, 333-41768, and 333-88914 on Form S-8 and Registration
Statements Nos. 033-92218, 333-47041, 333-90395, 333-62830, 333-97831,
333-104882 and 333-108947 on Form S-3 of CBL & Associates Properties, Inc. of
our report dated February 27, 2004, except for Notes 3, 4, 9, 12 and 13 as to
which the date is August 20, 2004, (which report expresses an unqualified
opinion and includes an explanatory paragraph relating to the impact of the
adoption of Statement of Financial Accounting Standards No. 144), appearing in
this Current Report on Form 8-K/A of CBL & Associates Properties, Inc.
/s/ DELOITTE & TOUCHE LLP
Atlanta, Georgia
September 10, 2004
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Exhibit 99.1
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To CBL & Associates Properties, Inc.:
We have audited the accompanying consolidated balance sheets of CBL & Associates
Properties, Inc. (a Delaware corporation) and subsidiaries as of December 31,
2003 and 2002, and the related consolidated statements of operations,
shareholders' equity and cash flows for each of the three years in the period
ended December 31, 2003. These financial statements are the responsibility of
the Company's management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of CBL & Associates Properties,
Inc. and subsidiaries as of December 31, 2003 and 2002, and the results of their
operations and their cash flows for each of the three years in the period ended
December 31, 2003, in conformity with accounting principles generally accepted
in the United States of America.
As discussed in Note 4 to the financial statements, in 2002, the Company changed
its method of accounting for discontinued operations to conform to Statement of
Financial Accounting Standards No. 144.
/s/ DELOITTE & TOUCHE LLP
Atlanta, Georgia
February 27, 2004, except for Notes 3, 4, 9, 12 and 13, as to which the date is
August 20, 2004
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