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 8, 2006
CBL & ASSOCIATES PROPERTIES, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware 1-12494 62-154718
(State or Other Jurisdiction of (Commission File Number) (I.R.S. Employer
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 5.05 Amendments to the Registrant's Code of Ethics, or Waiver of a
Provision of the Code of Ethics
On February 8, 2006, the board of directors of CBL & Associates Properties,
Inc. (the "Company") adopted an amendment to the Company's code of business
conduct and ethics (the "Code") to include an express statement of the general
prohibition that already existed under the Code against loans to, or guarantees
of obligations of, employees, officers, directors and their family members. The
amendment is set forth as Section F to Article I of the Code, which is attached
as Exhibit 14.1.
Item 7.01 Regulation FD Disclosure
On February 8, 2006, the Company's board of directors adopted, based on the
recommendation of its Nominating/Corporate Governance Committee, additional
policy statements that appear in Article XI of the Company's Guidelines On
Corporate Governance (the "Guidelines"). The amended Guidelines are attached to
this Form 8-K 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
14.1 First Amendment To Amended And Restated Code Of Business Conduct And Ethics
Of CBL & Associates Properties, Inc., CBL & Associates Management, Inc. And
Their Affiliates
99.1 Amended and Restated CBL & Associates Properties, Inc. Guidelines On
Corporate Governance
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 14, 2006