-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, FS7xETGGcf1JIHzro2lMadE4JDgPXJEVsM42KJCZVt+zFMiElnsbKKg4z0hnwcOy TzwAHI1kmpfWXgiisGkjng== 0000904103-94-000036.txt : 19940314 0000904103-94-000036.hdr.sgml : 19940314 ACCESSION NUMBER: 0000904103-94-000036 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19940311 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CATELLUS DEVELOPMENT CORP CENTRAL INDEX KEY: 0000865937 STANDARD INDUSTRIAL CLASSIFICATION: 6512 IRS NUMBER: 942953477 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 34 SEC FILE NUMBER: 005-41228 FILM NUMBER: 94515666 BUSINESS ADDRESS: STREET 1: 201 MISSION ST CITY: SAN FRANCISCO STATE: CA ZIP: 94105 BUSINESS PHONE: 4159744500 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CALIFORNIA PUBLIC EMPLOYEES RETIREMENT SYSTEM CENTRAL INDEX KEY: 0000919079 STANDARD INDUSTRIAL CLASSIFICATION: 0000 IRS NUMBER: 946207465 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: PO BOX 942707 CITY: SACRAMENTO STATE: CA ZIP: 95812 BUSINESS PHONE: 9163263666 SC 13D/A 1 SCHEDULE13D,AMENDMENT5 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 AMENDMENT NO. 5 to SCHEDULE 13D Under the Securities Exchange Act of 1934 CATELLUS DEVELOPMENT CORPORATION (Name of Subject Company) Common Shares, $0.01 par value (Title of Class of Securities) 149-111-106 (CUSIP Number) Judd D. Malkin JMB/Bay Area Partners 100 Bush Street, 27th Floor San Francisco, California 94014 Tel. No. (415) 772-3500 (Name, Address and Telephone Number of Persons Authorized to Receive Notices and Communications) March 4, 1994 (Date of Event Which Requires Filing of this Statement) Page 1 of 7 Pages SCHEDULE 13D CUSIP No. 149-111-106 Page 2 of 7 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Bay Area Real Estate Investment Associates, L.P. I.R.S. I.D. No. 94-310-4456 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS* OO 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(E) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION California 7 SOLE VOTING POWER 0 NUMBER OF SHARES 8 SHARED VOTING POWER BENEFICIALLY 37,730,342 OWNED BY EACH 9 SOLE DISPOSITIVE POWER REPORTING 0 PERSON WITH 10 SHARED DISPOSITIVE POWER 37,730,342 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 37,730,342 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) approx. 46.7% 14 TYPE OF REPORTING PERSON* PN *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13D CUSIP No. 149-111-106 Page 3 of 7 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON California Public Employees' Retirement System I.R.S. I.D. No. 94-620-7465 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS* OO 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(E) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION Unit of the State and Consumer Services Agency of the State of California 7 SOLE VOTING POWER 27,000 NUMBER OF SHARES 8 SHARED VOTING POWER BENEFICIALLY 37,730,342 OWNED BY EACH 9 SOLE DISPOSITIVE POWER REPORTING 27,000 PERSON WITH 10 SHARED DISPOSITIVE POWER 37,730,342 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 37,757,342 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) approx. 46.8% 14 TYPE OF REPORTING PERSON* EP *SEE INSTRUCTIONS BEFORE FILLING OUT! This Amendment No. 5 amends and supplements the Statement on Schedule 13D (the "Schedule 13D") filed by California Public Employees' Retirement System ("CalPERS"), a governmental employee pension fund, which is a unit of the State and Consumer Services Agency of the State of California, and Bay Area Real Estate Investment Associates L.P. ("BAREIA"), a limited partnership formed under the California Revised Limited Partnership Act of which CalPERS is the sole limited partner, with respect to the common stock, par value $0.01 per share (the "Common Stock") of Catellus Development Corporation, a Delaware corporation (the "Issuer"). Capitalized terms used but not defined in this Amendment No. 5 have the meanings given to such terms in the Schedule 13D. Item 3. Sources and Amount of Funds. Item 3 is amended by adding to the end thereof the following information: On March 4, 1994, CalPERS made a capital contribution to BAREIA of 242,168 shares of Common Stock. The shares so contributed to the capital of BAREIA were acquired by CalPERS on December 4, 1990 from Santa Fe Pacific Corporation pursuant to a spin-off transaction described more fully in Item 5 of the Schedule 13D originally filed by CalPERS and BAREIA. In connection with such transaction, JMB/Bay Area Partners will make a capital contribution to BAREIA of approximately $6,066 from its working capital funds. Item 4. Purpose of the Transaction. Item 4 is amended by adding to the end thereof the following information: On March 4, 1994, CalPERS made a capital contribution to BAREIA of 242,168 shares of Common Stock. As a result of that transaction the BAREIA Percentage, as that term is defined in the BAREIA Agreement, is 41.08. Item 5. Interest in Securities of Issuer. Item 5 is amended by adding to the end of 5(a)-(c) the following information: On March 4, 1994, CalPERS made a capital contribution to BAREIA of 242,168 shares of Common Stock. Page 4 of 7 Pages CalPERS has sole power to vote or to direct the vote of and sole power to dispose of or to direct the disposition of 27,000 shares of Common Stock which CalPERS owns individually. As the sole limited partner of BAREIA, CalPERS may be deemed to have shared power to vote or to direct the vote of and shared power to dispose of or direct the disposition of 37,730,342 shares of Common Stock, including 7,757,737 shares of Common Stock currently issuable upon conversion of 1,405,702 shares of Preferred Stock. Accordingly, in the aggregate CalPERS may be deemed to beneficially own 37,757,342 shares of Common Stock of the Issuer, which would constitute approximately 46.8% of such Common Stock. BAREIA beneficially owns 37,730,342 shares of Common Stock of the Issuer, including 7,757,737 shares of Common Stock currently issuable upon conversion of the Preferred Stock referred to above, which would constitute approximately 46.7% of such Common Stock. BAREIA has shared power to dispose of or to direct the disposition of and shared power to vote or direct the vote of such shares. Page 5 of 7 Pages SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this amendment is true, complete and correct. Date: March 11, 1994 BAY AREA REAL ESTATE INVESTMENT ASSOCIATES, L.P. By: JMB/Bay Area Partners, an Illinois general partnership, its General Partner By: JMB/IH-II, Inc., a General Partner By: /s/ Judd D. Malkin Judd D. Malkin Chairman Page 6 of 7 Pages SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this amendment is true, complete and correct. Date: March 11, 1994 CALIFORNIA PUBLIC EMPLOYEES' RETIREMENT SYSTEM By: /s/ Dale M. Hanson Dale M. Hanson Chief Executive Officer Page 7 of 7 Pages -----END PRIVACY-ENHANCED MESSAGE-----