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): February 2, 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 Number) (I.R.S. Employer
of Incorporation) Identification 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 5.02 Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers
On February 2, 2005, CBL & Associates Properties, Inc. (the "Company")
announced the appointment of Mr. Matthew S. Dominski to its Board of Directors.
He will be filling the un-expired term of Mr. William J. Poorvu, former Director
of CBL, which will expire in 2006. Mr. Poorvu retired from the Company's Board
of Directors in July 2004. The Board of Directors plans to appoint Mr. Dominski
to the Company's Audit Committee at the Board's annual meeting in May.
The Company's press release announcing the appointment of Mr. Dominski to
its Board of Directors is attached as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits
(a) Financial Statements of Businesses Acquired
Not applicable
(b) Pro Forma Financial Information
Not applicable
(c) Exhibits
Exhibit
Number Description
99.1 Press Release - CBL & Associates Properties Announces Addition of Matt
Dominski To Board Of Directors
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: February 2, 2005
Exhibit 99.1
[CBL & ASSOCIATES PROPERTIES, INC LETTERHEAD]
Investor Contact: Katie Knight
Director of Investor Relations
(423) 490-8301
CBL & ASSOCIATES PROPERTIES ANNOUNCES ADDITION OF MATT DOMINSKI TO
BOARD OF DIRECTORS
CHATTANOOGA, Tenn. (February 2, 2005) - CBL & Associates Properties, Inc. (NYSE:
CBL) today announced the appointment of Mr. Matt Dominski to its Board of
Directors. Mr. Dominksi will be filling the un-expired term of Mr. William J.
Poorvu, former Director of CBL, which will expire in 2006. Mr. Poorvu retired
from CBL's Board of Directors in July 2004.
Mr. Dominski is joint-owner of Polaris Capital, LLC a real estate
investment firm located in the Chicago suburb of Winnetka, Illinois. Mr.
Dominski has a strong background in the real estate industry having served from
1982 through 2000 in various executive positions, including Chief Executive
Officer at Urban Shopping Centers, Inc. and its predecessor, JMB Retail
Properties Company. Urban Shopping Centers was formerly one of the largest
regional mall property companies in United States and was a publicly traded real
estate investment trust (REIT) listed on the New York Stock Exchange and the
Chicago Exchange. Mr. Dominski served as President of Urban Shopping Centers
after its purchase by Rodamco North America in 2000 until his formation of
Polaris Capital, LLC in 2002. Mr. Dominski was a member of ICSC's Board of
Trustees from 1998 until 2004. A graduate of Trinity College, he received a
Bachelor of Arts degree in Economics and earned his M.B.A from the University of
Chicago in 1978.
"We are delighted with the addition of Matt to our Board of Directors and
believe his talents and skills will compliment and reinforce the strengths of
our Board," stated Charles B. Lebovitz, chairman and chief executive officer of
CBL & Associates Properties, Inc. "Matt's experience as CEO of a publicly traded
REIT has allowed him to garner unique and valuable insight into the
opportunities and issues specific to a public real estate company. He will bring
meaningful perspective to our Board and we look forward to his contribution to
the continued success of our company."
CBL & Associates Properties, Inc. is the fourth largest mall REIT in North
America and the largest owner of malls and shopping centers in the Southeast,
ranked by GLA owned. CBL owns, holds interests in or manages 170 properties,
including 69 enclosed regional malls. The properties are located in 28 states
and total 73.0 million-square-feet including 2.0 million-square-feet of
non-owned shopping centers managed for third parties. CBL has ten projects under
construction totaling approximately 1.9 million-square-feet including one
regional mall - Imperial Valley Mall in the Imperial Valley region of
California, an open-air shopping center in Southaven (Memphis, TN), MS, one
associated center, three community centers and four expansions. In addition to
its office in Chattanooga, TN, CBL has a regional office in Boston (Waltham),
MA. Additional information can be found at www.cblproperties.com.
-CONTINUE-
CBL Press Release
February 2, 2005
Page 2
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.
-END-