EXHIBIT 99
CBL & ASSOCIATES PROPERTIES, INC.
COMMON STOCK
(PAR VALUE $.01 PER SHARE)
____________________________________
Stock Purchase Agreement
January 15, 1997
Ladies and Gentlemen:
1. CBL & Associates Properties, Inc., a Delaware corporation (the
"Company"), which is the general partner of CBL & Associates Limited
Partnership, a Delaware limited partnership (the "Operating Partnership"),
agrees to sell to the purchaser named in Schedule I hereto (the "Purchaser")
the number of shares (the "Shares") of common stock, par value $.01 per share
(the "Common Stock") of the Company, set forth beside the Purchaser's name on
Schedule I hereto at a price of $26.125 per share, for an aggregate purchase
price of $1,436,875.
The closing (the "Closing") of the purchase and sale of the Shares
shall be held at Xxxxxxxx & Xxxxxxxx, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx
00000, on January 22, 1997 (the "Closing Date"), by the Company's delivering
to the Purchaser, against payment of the purchase price therefor, one or more
stock certificates (as the Purchaser shall have advised the Company)
evidencing the Shares to be purchased and sold hereunder, which certificates
shall be registered in the Purchaser's names, or in such other names as the
Purchaser may specify by notice to the Company prior to the Closing Date.
At the Closing, the purchase price for the Shares shall be paid by
the Purchaser paying to the Company, against delivery of certificates
evidencing the Shares, the purchase price by wire transfer of Federal (same
day) funds to such account as the Company shall have designated prior to
Closing.
2. The Company and the Operating Partnership, jointly and severally,
represent and warrant to, and agree with, the Purchaser that:
(a) A registration statement on Form S-3 (File No. 33-92218) in
respect of the Shares has been filed with the Securities and Exchange
Commission (the "Commission"); such registration statement and any post-
effective amendment thereto, each in the form heretofore delivered or to be
delivered to the Purchaser have been declared effective by the Commission in
such form; no other document with respect to such registration statement or
document incorporated by reference therein has heretofore been filed, or
transmitted for filing, with the Commission (other than prospectuses filed
pursuant to Rule 424(b) of the rules and regulations of the Commission under
the Securities Act of 1933, as amended (the "Act"); and no stop order
suspending the effectiveness of such registration statement has been issued
and no proceeding for that purpose has been initiated or, to the knowledge of
the Company or the Operating Partnership, threatened by the Commission (any
preliminary prospectus included in such registration statement or filed with
the Commission pursuant to Rule 424(a) under the Act, is hereinafter called a
"Preliminary Prospectus"; the various parts of such registration statement,
including all exhibits thereto and the documents incorporated by reference in
the prospectus contained in the registration statement at the time such part
of the registration statement became effective, each as amended at the time
such part of the registration statement became effective, are hereinafter
collectively called the "Registration Statement"; the prospectus relating to
the Shares, in the form in which it has most recently been filed, or
transmitted for filing, with the Commission on or prior to the date of this
Agreement, is hereinafter called the "Prospectus"; any reference herein to
any Preliminary Prospectus or the Prospectus shall be deemed to refer to and
include the documents incorporated by reference therein pursuant to the
applicable form under the Act, as of the date of such Preliminary Prospectus
or Prospectus, as the case may be; any reference to any amendment or
supplement to any Preliminary Prospectus or the Prospectus shall be deemed to
refer to and include any documents filed after the date of such Preliminary
Prospectus or Prospectus, as the case may be, under the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), and incorporated by reference
in such Preliminary Prospectus or Prospectus, as the case may be; any
reference to any amendment to the Registration Statement shall be deemed to
refer to and include any annual report of the Company filed pursuant to
Section 13(a) or 15(d) of the Exchange Act after the effective date of the
Registration Statement that is incorporated by reference in the Registration
Statement; and any reference to the Prospectus as amended or supplemented
shall be deemed to refer to the Prospectus as amended or supplemented in
relation to the Shares in the form in which it is filed with the Commission
pursuant to Rule 424(b) under the Act, including any documents incorporated
by reference therein as of the date of such filing);
(b) The Company has been duly incorporated and is validly existing
as a corporation in good standing under the laws of Delaware, with power and
authority (corporate and other) to own its properties and conduct its
business as described in the Prospectus (except as disclosed in Item 5 of
Exhibit D, as in effect on November 3, 1993, to the Disclosure Schedule of
the Partnership Agreement (as defined below)), and has been duly qualified as
a foreign corporation for the transaction of business and is in good standing
(to the extent the concept of good standing applies in any such jurisdiction)
under the laws of each other jurisdiction in which it owns or leases
properties, or conducts any business, so as to require such qualification, or
is subject to no material disability by reason of the failure to be so
qualified or in good standing in any such jurisdiction; and each subsidiary
of the Company has been duly organized and is validly existing as a
partnership or corporation and is in good standing under the laws of its
jurisdiction of organization;
(c) The Shares have been duly and validly authorized, and, when the
Shares are issued and delivered pursuant to this Agreement, such Shares will
be duly and validly issued and fully paid and nonassessable; the Shares
conform to the description thereof contained in the Registration Statement,
as amended or supplemented with respect to such Shares;
(d) The issue and sale of the Shares by the Company and the
compliance by the Company and the Operating Partnership with all of the
provisions of this Agreement, and the consummation of the transactions
contemplated herein and therein will not conflict with or result in a breach
or violation of any of the terms or provisions of, or constitute a default
under, any indenture, mortgage, deed of trust, loan agreement or other
agreement or instrument to which the Company or any of its subsidiaries
is a party or by which the Company or any of its subsidiaries is bound or to
which any of the property or assets of the Company or any of its subsidiaries
is subject which would have a material adverse effect on the Company or such
subsidiaries, or which would have any adverse effect on the consummation of
the issue and sale of the Shares or any other transaction contemplated
hereby, nor will such action result in any violation of (a) the provisions
of the Certificate of Incorporation or Bylaws of the Company or the
Certificate of Limited Partnership or partnership agreement of the Operating
Partnership (the "Partnership Agreement") or the partnership agreement or any
certificate of limited partnership of any Property Partnership or (b) any
statute or any order, rule or regulation of any court or governmental agency
or body having jurisdiction over the Company or any of its subsidiaries or
any of their properties which, in the case of Clause (b), would have a
material adverse effect on the Company or such subsidiaries, or which would
have any adverse effect on the consummation of the issue and sale of the
Shares or any other transaction contemplated hereby; and no consent,
approval, authorization, order, registration or qualification of or with any
such court or governmental agency or body is required for the issue and sale
of the Shares by the Company or the consummation by the Company and the
Operating Partnership of the transactions contemplated by this Agreement,
except such as have been, or will have been prior to the Closing Date,
obtained under the Act and such consents, approvals, authorizations,
registrations or qualifications as may be required under state securities
or Blue Sky laws in connection with the purchase and sale of the Shares by
the Purchaser; and for purposes of this Section 2(d), (i) "subsidiaries"
shall be deemed to include only the Operating Partnership, the Property
Partnerships and any other subsidiary (whether corporate or partnership)
that is a "significant subsidiary" within the meaning of Rule 1-02 of
Regulation S-X and (ii) "Property Partnerships" mean the partnerships that
own the fee title to the Xxxxxxxx Place and CoolSprings Galleria properties.
3. The obligations of the Purchaser under this Agreement relating
to the Shares shall be subject, in the discretion of the Purchaser, to the
condition that all representations and warranties and other statements of
the Company and the Operating Partnership in or incorporated by reference in
this Agreement are, at and as of the Closing Date, true and correct, the
condition that the Company and the Operating Partnership shall have
performed all of their obligations hereunder theretofore to be performed
in all material respects, and the following additional conditions:
(a) The Prospectus as amended or supplemented in relation to the
Shares shall have been filed with the Commission pursuant to Rule 424(b)
within the applicable time period prescribed for such filing by the rules
and regulations under the Act; no stop order suspending the effectiveness
of the Registration Statement or any part thereof shall have been issued
and no proceeding for that purpose shall have been initiated or threatened
by the Commission; and all requests for additional information on the part
of the Commission shall have been complied with to the Purchaser's reasonable
satisfaction;
(b) Neither the Company nor any of its subsidiaries shall have
sustained since the date of the latest audited financial statements included
or incorporated by reference in the Prospectus as amended prior to the date
of this Agreement any loss or interference with its business from fire,
explosion, flood or other calamity, whether or not covered by insurance, or
from any labor dispute or court or governmental action, order or decree,
otherwise than as set forth or contemplated in the Prospectus as amended
prior to the date of this Agreement, and (ii) since the respective dates as
of which information is given in the Prospectus as amended prior to the date
of this Agreement there shall not have been any change in the capital stock
or long-term debt of the Company or any of its subsidiaries or any change, or
any development involving a prospective change, in or affecting the general
affairs, management, financial position, stockholders equity or results of
operations of the Company and its subsidiaries, otherwise than as set forth
or contemplated in the Prospectus as amended prior to the date of this
Agreement which would, in any such case described in Clause (i) or (ii),
have a material adverse effect on the Company or its subsidiaries taken as
a whole, or which would have any adverse effect on the consummation of the
issue and sale of the Shares or any other transaction contemplated hereby;
(c) The Shares shall have been duly listed, subject to notice of
issuance, on the New York Stock Exchange; and
(d) The Company shall have furnished or caused to be furnished to
the Purchaser at the Closing Date certificates of officers of the Company
reasonably satisfactory to the Purchaser as to the accuracy of the
representations and warranties of the Company herein at and as of the Closing
Date, as to the performance by the Company of all of its obligations
hereunder to be performed at or prior to the Closing Date, as to the matters
set forth in subsection (b) of this Section and as to such other matters as
the Purchaser may reasonably request.
4. The respective agreements, representations, warranties and other
statements of the Company, the Operating Partnership and the Purchaser, as
set forth in this Agreement or made by or on behalf of them, respectively,
pursuant to this Agreement, shall remain in full force and effect, regardless
of any investigation (or any statement as to the results thereof) made by or
on behalf of the Purchaser, the Company or the Operating Partnership, and
shall survive delivery of and payment for the Shares.
5. All statements, requests, notices and agreements hereunder shall
be in writing, and if to the Purchaser shall be delivered or sent by mail,
telex or facsimile transmission to the address of the Purchaser as set forth
in Schedule 1 to this Agreement; and if to the Company shall be delivered or
sent by mail, telex or facsimile transmission to the address of the Company
set forth in the Registration Statement, Attention: Secretary. Any such
statements, requests, notices or agreements shall take effect upon receipt
thereof.
6. This Agreement shall be binding upon, and inure solely to the
benefit of the Purchaser, the Company, the Operating Partnership, and their
respective heirs, executors, administrators, successors and assigns, and no
other person shall acquire or have any right under or by virtue of this
Agreement.
7. This Agreement shall be governed by and construed in accordance
with the laws of the State of New York.
8. This Agreement may be executed by any one or more of the parties
hereto and thereto in any number of counterparts, each of which shall be
deemed to be an original, but all such respective counterparts shall together
constitute one and the same instrument.
If the foregoing is in accordance with your understanding, please sign and
return to us one for the Company and one for the Purchaser plus one for each
counsel counterparts hereof.
Very truly yours,
CBL & Associates Properties, Inc.
By: /s/ Xxxxxxx X. Xxxxxxxx
--------------------------------
Name: Xxxxxxx X. Xxxxxxxx
Title: Chairman of the Board,
President and Chief Executive
Officer
CBL & Associates Limited Partnership
By CBL & Associates Properties, Inc.,
its general partner
CBL & Associates Properties, Inc.
By: /s/ Xxxxxxx X. Xxxxxxxx
--------------------------------
Name: Xxxxxxx X. Xxxxxxxx
Title: Chairman of the Board,
President and Chief Executive
Officer
Accepted as of the date hereof:
CBL & Associates, Inc.
By: /s/ Xxxxxxx X. Xxxxxxxx
-----------------------------
Name: Xxxxxxx X. Xxxxxxxx
Title: President and
Chief Executive Officer
SCHEDULE I
Number of Shares
Name and Address of Purchaser to be Purchased
----------------------------- ------------------
CBL & Associates, Inc.
Xxx Xxxx Xxxxx
0000 Xxx Xxxxxxx
Xxxxxxxxxxx, XX 00000 55,000
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Total . . . . . . . . . . . . . . . . . . . 55,000
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