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): May 9, 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) Indeitification 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))
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Item 1.01 Entry Into a Material Definitive Agreement
Restricted Common Stock Grants
------------------------------
The Amended and Restated Stock Incentive Plan (the "Stock Incentive Plan")
of CBL & Associates Properties, Inc. (the "Company") provides the Compensation
Committee of the Company's Board of Directors with the flexibility to utilize
stock options, restricted stock grants and other forms of equity compensation
awards to include in the compensation of the Company's officers, employees and
directors incentives that are linked to the long term profitability of the
Company's businesses and to increases in stockholder value, thereby promoting an
identity of interest between stockholders and the Company's officers, employees
and directors. In accordance with these purposes, on May 9, 2005, the
Compensation Committee approved grants of restricted stock to the Company's
officers and employees for 2005. Included in the grants approved on May 9, 2005
were the following restricted stock awards to those individuals who qualify as
"named executive officers" (pursuant to Item 402(a)(3) of Securities and
Exchange Commission Regulation S-K):
Name: Title: Number of Shares Granted:
------------------------- ---------------------------------------- ------------------------
Charles B. Lebovitz Chairman of the Board and 10,000
Chief Executive Officer
John N. Foy Vice Chairman of the Board, Chief 10,000
Financial Officer and Treasurer
Stephen D. Lebovitz Director, President and Secretary 10,000
Eric P. Snyder Senior Vice President and 2,000
Director of Corporate Leasing
Augustus N. Stephas Senior Vice President - Accounting 2,000
and Controller
Each of these grants of restricted stock will be subject to a five year
vesting schedule, and to the other terms and conditions prescribed in the
Company's Form of Stock Restriction Agreement for 2004 and subsequent years, a
copy of which is filed as an exhibit to this report.
2005 Base Salaries for Named Executive Officers
-----------------------------------------------
The Compensation Committee also confirmed the following 2005 Base Salary
levels for each of the Company's named executive officers:
Name: Title: 2005 Base Salary:
------------------------------ --------------------------------------- ----------------
Charles B. Lebovitz Chairman of the Board and $542,526
Chief Executive Officer
John N. Foy Vice Chairman of the Board, Chief $466,320
Financial Officer and Treasurer
Stephen D. Lebovitz Director, President and Secretary $450,000
Eric P. Snyder Senior Vice President and $426,000
Director of Corporate Leasing
Augustus N. Stephas Senior Vice President - Accounting $436,600
and Controller
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Each of Charles B. Lebovitz, John N. Foy and Stephen D. Lebovitz are
parties to deferred compensation agreements issued under the Stock Incentive
Plan, pursuant to which the amounts representing annual increases over their
base salaries since 1995 are paid in quarterly installments in the form of the
Company's Common Stock rather than cash.
Approval of 2005 Executive Bonus Opportunities
----------------------------------------------
The Compensation Committee also approved the criteria or matters pursuant
to which designated Company executives will be eligible to earn bonuses for the
2005 fiscal year. The amount of the bonus paid to each executive will be based
upon the successful continuation and/or completion of development, financing,
leasing and re-leasing, temporary leasing, sponsorships, management, accounting,
marketing, remodelings, expansions, peripheral property sales, acquisitions and
joint ventures with respect to the Company and its properties identified by the
Compensation Committee as being within each such executive's areas of
responsibility. Three of the executives covered by these bonus criteria are
named executive officers of the Company. The potential bonuses that the
Compensation Committee provided that such named executive officers could earn
pursuant to the above-stated criteria or matters are as follows: John N. Foy -
$575,000; Stephen D. Lebovitz - $575,000; and Eric P. Snyder - $300,000. The
actual amount of any bonus payouts will be dependent on the successful
continuation or completion of the projects or matters upon which each such
officer's bonus is based, as well as the officer's continued employment with the
Company at such time.
In addition to the potential bonus levels approved as described above for
certain officers, the Compensation Committee also approved a separate allocation
of up to an aggregate of $1,000,000 to be available as bonus compensation for
payment to three designated senior executives, with the actual bonuses for such
officers to be determined during the fourth quarter of 2005 based upon the
Compensation Committee's evaluation of such officers' performance during the
year. Two of the officers for whom any fiscal 2005 bonuses will be determined
pursuant to this method are named executive officers, Charles B. Lebovitz and
Augustus N. Stephas.
In the case of both of the bonus mechanisms described above for 2005, each
officer who receives a bonus will have the option of electing whether to have
his or her bonus paid in cash or in shares of the Company's Common Stock
pursuant to the terms of the Stock Incentive Plan. The number of shares issued
with respect to any bonus that an officer elects to receive in the Company's
Common Stock will be determined based on the market value of the Common Stock on
the date when such bonus becomes payable.
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
-------------- ---------------------------------------------
10.5.9 Form of Stock Restriction Agreement for
restricted stock awards in 2004 and subsequent
years.
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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 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: May 13, 2005