-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, T6qO2J8s2Rfy14TVB7UifMu2Dz9OFacafOVaQl+5NIDhpt/MMbVXrE7lytFW8iuh 9pdfakkIFFw4T4PuvEmUwA== 0000950150-97-001413.txt : 19971014 0000950150-97-001413.hdr.sgml : 19971014 ACCESSION NUMBER: 0000950150-97-001413 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19971010 SROS: NYSE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CATELLUS DEVELOPMENT CORP CENTRAL INDEX KEY: 0000865937 STANDARD INDUSTRIAL CLASSIFICATION: OPERATORS OF NONRESIDENTIAL BUILDINGS [6512] IRS NUMBER: 942953477 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-41228 FILM NUMBER: 97693378 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: UNKNOWN SIC - 0000 [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 SCHEDULE 13D, AMENDMENT NO. 10 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 AMENDMENT NO. 10 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) Sheryl Pressler Chief Investment Officer California Public Employees' Retirement System Lincoln Plaza, 400 "P" Street Sacramento, California 95814 Tel. No. (916) 326-3828 --------------------------------------- (Name, Address and Telephone Number of Persons Authorized to Receive Notices and Communications) October 8, 1997 ----------------------------- (Date of Event Which Requires Filing of this Statement) Page 1 of 6 Pages The Index to Exhibits is on Page 4 2 This Amendment No. 10 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, 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. 10 have the meanings given to such terms in the Schedule 13D. Item 4. Purpose of the Transaction. Item 4 is amended by adding to the end thereof the following information: On October 8, 1997 CalPERS and the Issuer issued a joint press release announcing the proposed public offering of shares of Common Stock held by CalPERS. The description of the joint press release is qualified in its entirety by reference to the text of such document, which is filed as Exhibit 16 hereto and incorporated herein by this reference. Item 5. Interest in Securities of Issuer. Item 5 is amended by adding to the end thereof the following information: On October 8, 1997 CalPERS and the Issuer issued a joint press release announcing the proposed public offering of shares of Common Stock held by CalPERS. The description of the joint press release is qualified in its entirety by reference to the text of such document, which is filed as Exhibit 16 hereto and incorporated herein by this reference. Item 6. Contracts, Arrangements, Understandings Where Relationship With Respect to Securities of the Issuer. Item 6 is amended by adding to the end thereof the following information: On October 8, 1997 CalPERS and the Issuer issued a joint press release announcing the proposed public offering of shares of Common Stock held by CalPERS. The description of the joint press release is qualified in its entirety by reference to the text of such document, which is filed as Exhibit 16 hereto and incorporated herein by this reference. Item 7. Material to be Filed as Exhibits. Item 7 is hereby amended by adding the following exhibit: 16. Joint Press Release of CalPERS and the Issuer dated October 8, 1997. Page 2 of 6 Pages 3 SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: October 9, 1997 CALIFORNIA PUBLIC EMPLOYEES' RETIREMENT SYSTEM By: /s/ SHERYL PRESSLER -------------------------------------- Sheryl Pressler Title: Chief Investment Officer Page 3 of 6 Pages 4 EXHIBIT INDEX
Number Page - ------ ---- 16. Joint Press Release of CalPERS and the 5 Issuer dated October 8, 1997.
Page 4 of 6 Pages EX-16 2 JOINT PRESS RELEASE OF CALPERS AND THE ISSUER 1 NEWS CATELLUS DEVELOPMENT CORPORATION 201 MISSION STREET SAN FRANCISCO, CALIFORNIA 94105 CONTACT: Catellus Development Corporation Jennifer Ruddock 415/974-4649 California Public Employees' Retirement System Office of Public Affairs - Pat Macht/Brad Pacheco 916/326-3991 CATELLUS DEVELOPMENT CORPORATION AND CalPERS ANNOUNCE PROPOSED PUBLIC OFFERING OF COMMON STOCK San Francisco, California, October 8, 1997 -- Catellus Development Corporation and the California Public Employees' Retirement System ("CalPERS") today jointly announced that CalPERS had requested that Catellus file a registration statement in connection with a proposed underwritten public offering of a portion of Catellus common stock currently held by CalPERS. Of the more than 37,750,000 shares of Catellus common stock currently held by CalPERS, the registration statement will include 16,500,000 shares (plus an additional 2,475,000 shares to cover over-allotments), or approximately one-half of CalPERS' holdings. CalPERS' request was made in accordance with an existing registration rights agreement. The registration statement is expected to be filed with the Securities and Exchange Commission within the next several weeks. CalPERS simultaneously filed an amendment to its 13D with the SEC. In that filing, CalPERS stated that the proposed sale of a portion of its common stock is intended to further the ongoing diversification of its $6.4 billion real estate portfolio while continuing to invest in Catellus. If all the shares to be registered are sold, immediately after the public offering CalPERS would continue to hold in excess of 18,775,000 shares, or approximately 18% of the outstanding Catellus common stock, which will represent a significant component of CalPERS' strategic commitment to real estate investment in Page 5 of 6 Pages 2 California. CalPERS said that it will continue to hold those shares as an investment, and will continue to review and evaluate its investment in the common stock of the company in conjunction with the overall management of its real estate portfolio. Offers of the shares of common stock covered by the proposed registration statement will be made only by means of a prospectus. The common stock covered by the proposed registration statement may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. This press release shall not constitute an offer to sell or the solicitation of any offer to buy nor shall there be any sale of the shares of common stock in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state. Page 6 of 6 Pages -----END PRIVACY-ENHANCED MESSAGE-----