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