-----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, QSBVT8KX3S2MB286T8eWwC2aFaMM4OpCAGx73gLHkg8ASTIV8yqoq68O1qIDSTSC vuXZYU6kgW1UvsVi1RdcRg== 0000910612-05-000183.txt : 20051202 0000910612-05-000183.hdr.sgml : 20051202 20051202110448 ACCESSION NUMBER: 0000910612-05-000183 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20041231 FILED AS OF DATE: 20051202 DATE AS OF CHANGE: 20051202 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CBL & ASSOCIATES PROPERTIES INC CENTRAL INDEX KEY: 0000910612 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 621545718 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-12494 FILM NUMBER: 051239444 BUSINESS ADDRESS: STREET 1: 2030 HAMILTON PLACE BVLD, SUITE 500 STREET 2: CBL CENTER CITY: CHATTANOOGA STATE: TN ZIP: 37421 BUSINESS PHONE: 4238550001 MAIL ADDRESS: STREET 1: 2030 HAMILTON PLACE BVLD, SUITE 500 STREET 2: CBL CENTER CITY: CHATTANOOGA STATE: TN ZIP: 37421 10-K/A 1 form10ka.txt AMENDED FORM 10K SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A AMENDMENT NO. 1 |X| ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2004 Or |_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 1-12494 CBL & ASSOCIATES PROPERTIES, INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 62-1545718 (State or other jurisdiction of (I.R.S. Employer incorporate or organization) Identification No.) 2030 Hamilton Place Blvd, Suite 500 37421 Chattanooga, TN (Zip Code) (Address of principal executive office) Registrant's telephone number, including area code:(423) 855-0001 Securities registered pursuant to Section 12(b) of the Act:
Title of each Class Name of each exchange on which registered - ---------------------------------------------------------------------- ------------------------------------------ Common Stock, $0.01 par value New York Stock Exchange 8.75% Series B Cumulative Redeemable Preferred Stock, $0.01 par value New York Stock Exchange 7.75% Series C Cumulative Redeemable Preferred Stock, $0.01 par value New York Stock Exchange 7.375% Series D Cumulative Redeemable Preferred Stock, $0.01 par value New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes |X| No |_| Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes |_| No |X| Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter periods that the registrant was required to file such report(s)) and (2) has been subject to such filing requirements for the past 90 days. Yes |X| No |_| Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. |_| Indicate by check mark whether the registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2). Yes |X| No |_| Indicate by check mark whether the registrant is a shell company (as defined in Exchange Act Rule 12b-2). Yes |_| No |X| The aggregate market value of the 28,373,031 shares of common stock held by non-affiliates of the registrant as of June 30, 2004 was $1,560,576,705, based on the closing price of $55.00 per share on the New York Stock Exchange on June 30, 2004. (For this computation, the registrant has excluded the market value of all shares of its common stock reported as beneficially owned by executive officers and directors of the registrant; such exclusion shall not be deemed to constitute an admission that any such person is an "affiliate" of the registrant.) As of March 7, 2005, there were 31,399,028 shares of common stock outstanding. DOCUMENTS INCORPORATED BY REFERENCE None EXPLANATORY NOTE This Amendment No. 1 to our Annual Report on Form 10-K for the fiscal year ended December 31, 2004, initially filed on March 16, 2005, is being filed for the sole purpose of correcting a typographical error in the section entitled "Independent Registered Public Accountants' Fees and Services" under "RATIFICATION OF THE SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS", which was incorporated by reference from our most recent definitive proxy statement that was filed with respect to our Annual Meeting of Stockholders that was held on May 9, 2005. In the table setting forth the amounts billed by Deloitte & Touche for professional services provided during fiscal years 2003 and 2004 in the original filing, the amounts presented for 2003 inadvertently reproduced the amounts pertaining to 2002 as presented in our prior year's definitive proxy statement. The amended section "Independent Registered Public Accountants' Fees and Services" presented herein contains the correct amounts pertaining to 2003, which originally were presented in our definitive proxy statement with respect to our Annual Meeting of Stockholders that was held on May 10, 2004. Except as described above, no other amendments are being made to the Annual Report. This Form 10-K/A does not reflect events occurring after the March 16, 2005 filing of our Annual Report or modify or update the disclosure contained in the Annual Report in any way other than as required to reflect the amendments discussed above and reflected below. 7 ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES Independent Registered Public Accountant's Fees and Services The Company was billed for professional services provided during fiscal years 2003 and 2004 by Deloitte & Touche in the amounts set out in the following table.
2003 2004 --------------------- ---------------------- Audit Fees (1) $310,000 $730,880 Audit-Related Fees (2) 238,000 537,700 Tax Fees (3) 774,199 590,780 All Other Fees (4) 65,581 48,043 --------------------- ---------------------- Total $1,387,780 $1,907,403 ===================== ====================== (1) Consists of fees billed for professional services in connection with the audit of the Company's annual financial statements for the fiscal years ended December 31, 2003, and December 31, 2004, the audit of the Company's internal controls over financial reporting as of December 31, 2004, reviews of the financial statements included in the Company's quarterly reports on Form 10-Q during the 2003 and 2004 fiscal years, comfort letters and other services normally provided by the independent auditor in connection with statutory and regulatory filings or engagements. (2) Consists of fees billed for assurance and related services that are reasonably related to the performance of the audit or review of the Company's consolidated financial statements and are not reported under "Audit Fees". These services include audits of the Company's subsidiaries pursuant to requirements of certain loan agreements, joint venture agreements and ground lease agreements, as well as fees related to the Company's documentation of its internal controls over financial reporting. (3) Consists of fees billed for professional services for tax compliance, tax advice and tax planning. These services include assistance regarding federal and state tax compliance, tax audit defense; tax services related to mergers and acquisitions, and tax planning services. (4) Consists of fees for products and services other than the services reported above. These services included permitted software license and implementation fees related to tax compliance software and an agreed-upon procedures engagement.
The Audit Committee of the Board of Directors has considered the services rendered by Deloitte & Touche for services other than the audit of the Company's financial statements and has determined that the provision of these services is compatible with maintaining the independence of Deloitte & Touche. The Audit Committee has adopted a policy that it is required to approve all services (audit and/or non-audit) to be performed by the independent auditor to assure that the provision of such services does not impair such auditor's independence. All services, engagement terms, conditions and fees, as well as changes in such terms, conditions and fees must be approved by the Audit Committee in advance. The Audit Committee will annually review and approve services that may be provided by the independent auditor during the next year and will revise the list of approved services from time to time based on subsequent determinations. The Audit Committee believes that the independent auditor can provide tax services to the Company such as tax compliance, tax planning and tax advice without impairing such auditor's independence and that such tax services do not constitute prohibited services pursuant to SEC and/or NYSE rules. The authority to approve services may be delegated by the Audit Committee to one or more of its members, but may not be delegated to management. If authority to approve services has been delegated to an Audit Committee member, any such approval of services must be reported to the Audit Committee at its next scheduled meeting. SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. CBL & ASSOCIATES PROPERTIES, INC. By: /s/ John N. Foy -------------------------- John N. Foy Vice Chairman of the Board, Chief Financial Officer and Treasurer Dated: December 1, 2005 INDEX TO EXHIBITS 31.1 Certification pursuant to Securities Exchange Act Rule 13a-14(a) by the Chief Executive Officer, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 31.2 Certification pursuant to Securities Exchange Act Rule 13a-14(a) by the Chief Financial Officer, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 EX-31 3 exhibit311.txt EXHIBIT 31.1 Exhibit 31.1 CERTIFICATION I, Charles B. Lebovitz, certify that: (1) I have reviewed this amendment number 1 to the annual report on Form 10-K/A of CBL & Associates Properties, Inc.; (2) Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report. Date: December 1, 2005 /s/ Charles B. Lebovitz ------------------------------------ Charles B. Lebovitz, Chief Executive Officer EX-31 4 exhibit312.txt EXHIBIT 31.2 Exhibit 31.2 CERTIFICATION I, John N. Foy, certify that: (1) I have reviewed this amendment number 1 to the annual report on Form 10-K/A of CBL & Associates Properties, Inc.; (2) Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report. Date: December 1, 2005 /s/ John N. Foy ------------------------------------ John N. Foy, Chief Financial Officer -----END PRIVACY-ENHANCED MESSAGE-----