Securities Exchange Act of 1934 -- Form 8-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report:
May 13, 2002
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CBL & ASSOCIATES PROPERTIES, INC.
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(Exact name of registrant as specified in its charter)
Delaware 1-12494 62-1545718
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification Number)
incorporation)
2030 Hamilton Place Boulevard, Chattanooga, TN 37421
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(Address of principal executive offices)
Registrant's telephone number, including area code:
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(423) 855-0001
Item 4. Changes in Registrant's Certifying Accountant.
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The Audit Committee of the Board of Directors (the "Audit Committee") of
CBL & Associates Properties, Inc. (the "Company") annually considers and
recommends to the Board of Directors the selection of the Company's independent
public accountants. As recommended by the Audit Committee, the Board of
Directors on May 7, 2002 dismissed its independent auditors, Arthur Andersen LLP
("Andersen"), in view of recent developments relating to Andersen, and engaged
Deloitte and Touche LLP to serve as the Company's independent public accountants
and to audit the Company's financial statements for the fiscal year ending
December 31, 2002. The determination to change independent public accountants
followed the Company's decision to seek proposals from independent public
accountants to audit the Company's financial statements for the fiscal year
ended December 31, 2002.
Andersen's reports on the Company's consolidated financial statements for
the two most recent fiscal years ended December 31, 2001 and December 31, 2000
did not contain any adverse opinion or disclaimer of opinion, nor were they
qualified or modified as to uncertainty, audit scope or accounting principles.
During the two most recent fiscal years ended December 31,
2001 and December 31, 2000, and the subsequent interim period through the date
of this Form 8-K, there were (i) no disagreements with Andersen on any matter of
accounting principles or practices, financial statement disclosure, or auditing
scope or procedure which, if not resolved to Andersen's satisfaction, would have
caused them to make reference to the subject matter in connection with their
report on the Company's consolidated financial statements for such years, and
(ii) no reportable events, as listed in Item 304(a) (1) (v) of Regulation S-K.
The Company provided Andersen with a copy of the foregoing
disclosures. Attached as Exhibit 16 is a copy of Andersen's letter, dated May
13, 2002, stating its agreement with such statements.
During the two most recent fiscal years ended December 31,
2001 and December 31, 2000, the Company did not consult Deloitte & Touche LLP
with respect to any of the matters or events set forth in Item 304(a) (2) (i)
and (ii) of Regulation S-K.
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 thereunto duly authorized.
CBL & ASSOCIATES PROPERTIES, INC.
/c/ John N. Foy
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John N. Foy
Vice Chairman,
Chief Financial Officer and Treasurer(Authorized Officer of
the Registrant,
Principal Financial Officer and Principal Accounting Officer)
Date: May 13, 2002
Item 7. Financial Statements and Exhibits
Exhibit
Number Description
16 Letter from Arthur Andersen LLP to the Securities and Exchange
Commission dated May 13, 2002.
99.1 Press Release dated May 10, 2002.
Exhibit 16
[ARTHUR ANDERSEN LLP LETTERHEAD]
Republic Center
633 Chestnut Street
Chattanooga. TN 37450
May 13, 2002
Office of the Chief Accountant
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Dear Sir/Madam:
We have read the first four paragraphs of Item 4 included in the Form 8-K dated
May 13, 2002 of CBL & Associates Properties, Inc. to be filed with the
Securities and Exchange Commission and are in agreement with the statements
contained therein.
Very truly yours,
/s/ Rob Fleshman
ARTHUR ANDERSEN LLP Partner
cc: John N. Foy, Vice Chairman & Chief Financial
Officer, CBL & Associates Properties, Inc.
Exhibit 99.1
[Letterhead of CBL & Associates Properties, Inc.]
2030 Hamilton Place Boulevard
Chattanooga, TN 37421-6000
Contact: John Foy
Vice Chairman and CFO
(423) 855-0001
CBL & ASSOCIATES PROPERTIES, INC. ENGAGES DELOITTE & TOUCHE LLP
CHATTANOOGA, Tenn. (May 10, 2002) - CBL & Associates Properties, Inc.
(NYSE:CBL) today announced it has engaged Deloitte & Touche LLP as its
independent auditors for calendar year 2002. Arthur Andersen LLP had been its
auditor for the past nine years.
CBL & Associates Properties, Inc. is the third largest mall real estate
investment trust in terms of GLA owned in the United States and the largest
owner of malls and shopping centers in the Southeast. With a total of 53
enclosed malls, the Company has a portfolio of 158 properties in 25 states
totaling 56.6 million square feet including 2.2 million square feet of non-owned
shopping centers managed for third parties. The Company has under construction
six projects totaling approximately 1.2 million square feet, including one mall,
one associated center, three mall expansions and one community center plus three
mall renovations. In addition to its office in Chattanooga, TN, the Company has
a regional office in Boston (Waltham), MA. The Company can be found on the
Internet at www.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" incorporated by reference therein, for a discussion of such risks
and uncertainties.