Form 8-K CBL & ASSOCIATES PROPERT For: May 25 Filed by: CBL & ASSOCIATES LIMITED PARTNERSHIP
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 EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): May 25, 2016
CBL & ASSOCIATES PROPERTIES, INC.
CBL & ASSOCIATES LIMITED PARTNERSHIP
(Exact Name of Registrant as Specified in its Charter)
Delaware | 1-12494 | 62-1545718 | ||
Delaware | 333-182515-01 | 62-1542285 | ||
(State or Other Jurisdiction of Incorporation or Organization) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||
2030 Hamilton Place Blvd., Suite 500, 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):
o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
ITEM 7.01 Regulation FD Disclosure
On May 25, 2016, CBL & Associates Properties, Inc. (the "Company") issued a press release in response to a May 24, 2016 article in The Wall Street Journal. The press release is furnished as Exhibit 99.1.
The information in this Form 8-K and the Exhibit attached hereto shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.
ITEM 9.01 Financial Statements and Exhibits
(a) | Financial Statements of Businesses Acquired |
Not applicable
(b) | Pro Forma Financial Information |
Not applicable
(c) | Shell Company Transactions |
Not applicable
(d) | Exhibits |
Exhibit Number | Description | |
99.1 | Press Release dated May 25, 2016 | |
SIGNATURES
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/ Andrew F. Cobb |
Andrew F. Cobb |
Senior Vice President and |
Director of Accounting |
CBL & ASSOCIATES LIMITED PARTNERSHIP |
By: CBL HOLDINGS I, INC., its general partner |
/s/ Andrew F. Cobb |
Andrew F. Cobb |
Senior Vice President and |
Director of Accounting |
Date: May 25, 2016
Exhibit 99.1
Investor Contact: Katie Reinsmidt, Senior Vice President - Investor Relations and Corporate Investments, 423.490.8301, [email protected]
CBL & ASSOCIATES PROPERTIES, INC. ADDRESSES BASELESS ALLEGATIONS IN
MEDIA COVERAGE
CHATTANOOGA, Tenn. (May 25, 2016) - CBL & Associates Properties, Inc. (NYSE: CBL) today issued the following statement in response to baseless allegations in media coverage.
“Tuesday night’s story referencing our company in The Wall Street Journal included serious allegations from unnamed sources. We believe these allegations to be completely baseless and take very seriously any questions regarding our accounting and financial practices. We strongly deny and will seek to understand the origin of these allegations. As we told the reporter - who contacted our company for the first time on Tuesday regarding this matter - neither the company nor its executives have been contacted by the FBI, the SEC or any regulatory agency regarding our company’s accounting or financial practices. At all times, our company operates with the utmost integrity and holds itself to the highest ethical standards. We have stringent policies and procedures in place to ensure all of our accounting and financial processes and reporting comply with applicable laws, rules and regulations.”
About CBL & Associates Properties, Inc.
Headquartered in Chattanooga, TN, CBL is one of the largest and most active owners and developers of malls and shopping centers in the United States. CBL owns, holds interests in or manages 145 properties, including 91 regional malls/open-air centers. The properties are located in 31 states and total 84.9 million square feet including 8.0 million square feet of non-owned shopping centers managed for third parties. Additional information can be found at cblproperties.com.
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" included therein, for a discussion of such risks and uncertainties.
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