|
|
 | | | |
- close
- close
- close
- close
| |||||||||
CBL & Associates Properties 10-K 2010 Documents found in this filing:UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
10-K/A
(Amendment
No. 1)
For
the fiscal year ended December 31, 2009
Or
For
the transition period from ______________ to _________________
Commission
File Number 1-12494
CBL
& ASSOCIATES PROPERTIES, INC.
(Exact
Name of Registrant as Specified in Its Charter)
Registrant’s
telephone number, including area code: 423.855.0001
Securities
registered pursuant to Section 12(b) of the Act:
Securities
registered pursuant to Section 12(g) of the Act: None
Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act. Yes T No o
Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Act. Yes o No
T
Indicate
by check mark whether the registrant (1) has filed all reports required to
be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes T No
o
Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K (§229.405 of this chapter) is not contained herein, and will
not be contained, to the best of registrant’s knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K. o
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer or a smaller reporting company. See
definition of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Act. (Check
one):
Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Act).
Yes o No T
The
aggregate market value of the 131,481,016 shares of common stock held by
non-affiliates of the registrant as of June 30, 2009 was $708,682,676, based on
the closing price of $5.39 per share on the New York Stock Exchange on June 30,
2009. (For this computation, the registrant has excluded the market value of all
shares of its common stock reported as beneficially owned by executive officers
and directors of the registrant; such exclusion shall not be deemed to
constitute an admission that any such person is an “affiliate” of the
registrant.)
As of
February 15, 2010, 137,893,850 shares of common stock were
outstanding.
DOCUMENTS
INCORPORATED BY REFERENCE
Portions
of the Registrant’s Proxy Statement for the 2010 Annual Meeting of Stockholders
are incorporated by reference in Part III.
EXPLANATORY
NOTE
Our
Annual Report on Form 10-K for the fiscal year ended December 31, 2009,
initially filed on February 22, 2010 (“Form 10-K”), is revised by this Amendment
No. 1 on Form 10-K/A to our Form 10-K (“Amendment No. 1”) to include the
separate audited financial statements of JG Gulf Coast Town Center, LLC and
Triangle Town Member, LLC, in accordance with Rule 3-09 of Regulation S-X (“Rule
3-09”), as new Exhibits 99.1 and 99.2, respectively, in Part IV, Item 15, Exhibits, Financial Statement
Schedules (“Item 15”). In accordance with Rule 3-09(b)(1), the
separate audited financial statements of JG Gulf Coast Town Center, LLC and
Triangle Town Member, LLC, which were not available prior to the filing of our
Form 10-K, are being filed as an amendment to our Form 10-K within 90 days after
the end of our fiscal year.
In
addition, this Amendment No. 1 revises Item 15 to include a replacement for
Exhibit 10.7.4, to correct a typographical error in the original, as well as new
Exhibits 31.1, 31.2, 32.1 and 32.2, certifications of the Chief Executive
Officer and Chief Financial Officer, and new Exhibits 23.2 and 23.3, consents of
Deloitte & Touche LLP.
Except as
described above, no other amendments are being made to the Form 10-K. This
Amendment No. 1 does not update or modify the disclosure contained in our Form
10-K in any way other than as required to reflect the items discussed above and
does not reflect events occurring after the February 22, 2010 filing of our Form
10-K. 1
PART
IV
2
SIGNATURES
Pursuant to the requirements of Section
13 or 15(d) 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.
Dated:
March 31, 2010
3
EXHIBIT INDEX
4
5
6
7
8
*
Commission File No. 1-12494
10
| |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| |||||||
