This excerpt taken from the TOSBF DEFA14A filed Sep 8, 2009.
MEETING OF STOCKHOLDERS TO BE HELD SEPTEMBER 21, 2009
CBL & Associates Properties, Inc., a Delaware corporation (the “Company” or “CBL”) is issuing this Supplement to its definitive proxy statement dated August 21, 2009 (the “Proxy Statement”) in connection with the solicitation by the Board of Directors of proxies to be voted at a Special Meeting of Stockholders of the Company (the “Special Meeting”) to be held at the Company’s Corporate Office at CBL Center, 2030 Hamilton Place Boulevard, Chattanooga, Tennessee, on Monday, September 21, 2009, at 4:00 p.m. (EDT), and at any and all postponements or adjournments thereof. We are mailing this Supplement beginning on or about September 9, 2009, to stockholders of record as of August 10, 2009.
As set forth in the original Proxy Statement, the Special Meeting was called in order to seek approval of an amendment to the Company’s Amended and Restated Certificate of Incorporation to increase the total number of authorized shares of our Common Stock from 180,000,000 to 1,000,000,000 shares. As described in more detail below, in response to feedback received from a number of stockholders indicating that they would be more comfortable with approving a smaller increase, the Board of Directors has unanimously approved, and recommended to stockholders for your approval, a revised version of the original proposal which would increase the number of authorized shares of the Company’s Common Stock from 180,000,000 to 350,000,000 shares.
Additional important information concerning the Special Meeting is set forth in the Proxy Statement, which remains in effect except to the extent that it is amended and supplemented by the information set forth herein. All page references in the information set forth below refer to those contained in the Proxy Statement, and terms used below shall have the meanings set forth in the Proxy Statement.