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): October 24, 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) Indentification 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
On October 24, 2005, CBL & Associates Properties, Inc. (the "Company") and
Eric P. Snyder ("Snyder") (collectively, the "Parties") agreed to amend by
letter that certain Deferred Compensation Arrangement, dated January 1, 1997, as
amended by letter dated January 27, 2003 (the "Arrangement"). The Parties
acknowledged that, effective as of December 31, 2004, the final termination date
referenced in Section 5(a)(iv) of the Arrangement was changed from January 2,
2005 to September 30, 2005.
The Parties also acknowledged that the Arrangement is not to be further
extended, and that Snyder will receive shares of the Company's common stock
pursuant to the terms of the Arrangement. The gross number of shares to be
issued to Snyder under the terms of the Arrangement is 174,403 shares of common
stock. Upon delivery of the referenced shares to Snyder, the Arrangement will be
terminated in all respects other than any obligations with respect to
indemnities or representations made in the Arrangement. Snyder has stated that
his intent is to employ the shares of common stock received in his estate
planning.
The foregoing description of the Arrangement and of the October 24, 2005
letter amendment does not purport to be complete and is qualified in its
entirety by reference to the copies of the Arrangement and the October 24, 2005
letter amendment included as Exhibits 10.5.4 and 10.5.10 to this Report.
Item 9.01 Financial Statements and Exhibits
(a) Financial Statements of Businesses Acquired
Not applicable
(b) Pro Forma Financial Information
Not applicable
(c) Exhibits
10.5.4 Deferred Compensation Arrangement dated January 1, 1997, for Eric P.
Snyder, as previously amended. Incorporated herein by reference to
Exhibit 10.5.4 of the Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 2002.
10.5.10 Letter amending Deferred Compensation Arrangement for Eric P. Snyder,
dated October 24, 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
Date: October 28, 2005