Securities and Exchange Commission
From Catellus in the SEC Website
<http://www.sec.gov/Archives/edgar/data/865937/0000898430-96-001137.txt>
In the documentation, excerpts are provided to help scholars with their research.
Notes by the author of this report are place in [brackets].
Contents
a partial listing
Does Calpers Control Catellus?
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1995
COMMISSION FILE NUMBER 0-18694
CATELLUS DEVELOPMENT CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 94-2953477
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
201 MISSION STREET,
SAN FRANCISCO, CALIFORNIA 94105
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES AND ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE:
(415) 974-4500
SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
NAME OF EACH EXCHANGE ON WHICH
TITLE OF EACH CLASS REGISTERED
------------------- ------------------------------
Common Stock, $.01 par value per share New York, Pacific, Chicago Stock
Exchanges
$3.75 Series A Cumulative Convertible New York Stock Exchange
Preferred Stock
snip
The aggregate market value of the voting stock held by non-affiliates of the Registrant was approximately $356,000,000 on March 15, 1996.
As of March 15, 1996, there were 74,498,115 issued and outstanding shares of the Registrant's Common Stock.
PART I
ITEM 1. BUSINESS
Catellus Development Corporation (the Company) was organized in the state of Delaware in 1984 as an indirect, wholly-owned subsidiary of Santa Fe Pacific Corporation (SFP) to conduct the non-railroad real estate activities of Santa Fe Industries and Southern Pacific Company. In December 1989, SFP sold 19.9% of the Company to Bay Area Real Estate Investment Associates, L.P. (BAREIA), a California limited partnership whose general partner was JMB/Bay Area Partners and whose limited partner was the California Public Employees' Retirement System (CALPERS). In December 1990, SFP distributed its remaining 80.1% interest in the Company to its stockholders in the form of a stock dividend. In November 1995, BAREIA was liquidated and CALPERS became the sole holder of BAREIA's stock. As of December 31, 1995, CALPERS owns 41.1% of the Company's common stock and 40.7% of the Company's Series A preferred stock.
The Company's principal office is located at 201 Mission Street, San Francisco, California, 94105; its telephone number is (415) 974-4500.
The Company is a full service real estate company that, as of December 31, 1995 owned 855,170 acres of land, 14.1 million square feet of income producing property, 5,400 acres of land leases and interests in eight joint ventures.
Approximately 80% of the Company's assets are located in California, with the balance mainly concentrated in Dallas, metropolitan Chicago and Phoenix.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
The common stock commenced trading on December 5, 1990 and is traded on the New York Stock Exchange, the Chicago Stock Exchange and the Pacific Stock Exchange under the symbol "CDX." The following table sets forth the high and low sale prices of the common stock, as reported on the New York Stock Exchange Composite Tape, during the periods indicated.
<TABLE>
<CAPTION>
High Low
------- -------
<S> <C> <C>
1990
Fourth Quarter (from December 5, 1990)... $10 3/4 $ 8 1/2
1991
First Quarter............................ $15 $ 8 3/4
Second Quarter........................... 14 1/4 11 7/8
Third Quarter............................ 12 3/8 10
Fourth Quarter........................... 10 1/4 7 3/4
1992
First Quarter............................ $11 3/4 $ 9 1/2
Second Quarter........................... 10 3/4 7 7/8
Third Quarter............................ 8 3/8 6 1/8
Fourth Quarter........................... 6 7/8 6 1/8
1993
First Quarter............................ $ 8 1/4 $ 6 3/8
Second Quarter........................... 7 1/8 5 3/4
Third Quarter............................ 8 1/8 6 3/8
Fourth Quarter........................... 9 1/8 7 3/8
1994
First Quarter............................ $ 8 1/2 $ 6 1/4
Second Quarter........................... 7 5/8 6 1/8
Third Quarter............................ 7 7/8 6 1/4
Fourth Quarter........................... 7 1/4 5 3/8
1995
First Quarter............................ $ 6 1/8 $ 5 1/8
Second Quarter........................... 6 7/8 5 1/2
Third Quarter............................ 6 7/8 6 1/8
Fourth Quarter........................... 6 5/8 5 3/8
</TABLE>
No cash dividends have been paid on the Company's common stock and the
Company does not anticipate paying any cash dividends on its common stock in the
foreseeable future. The most restrictive of the Company's loan agreements limit
dividends to $27.6 million per year.
At March 15, 1996, there were approximately 38,271 holders of record of the
Company's common stock.
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[Calpers takes over Bareia]
California Public Employees'
Retirement Systems
Lincoln Plaza, 400 "P" Street
Sacramento, California 95814
November 14, 1995
Mr. Nelson C. Rising
President and Chief Executive Officer
Catellus Development Corporation
201 Mission Street
San Francisco, California 94105
Dear Mr. Rising:
Reference is made to the Agreement dated as of January 14, 1993 between Catellus Development Corporation (the "Company") and Bay Area Real Estate Investment Associates L.P. ("BAREIA"), and Amendment No. 1 thereto dated as of January 14, 1993 (as so amended, the "BAREIA Agreement"), the Stockholders Agreement dated as of January 29, 1993 by and among BAREIA, Olympia & York SF Holdings Corporation ("O&Y"), Itel Corporation ("Itel") and the Company (the "Stockholders Agreement"), and the Registration Rights Agreement dated as of December 29, 1989 by and among the Company, O&Y, Itel, and BAREIA, and the First Amendment to such Agreement dated as of January 29, 1993 (as so amended, the "Registration Rights Agreement").
This will confirm that BAREIA is being liquidated and dissolved as of November 14, 1995, and that the California Public Employees' Retirement System ("CalPERS"), as the sole limited partner of BAREIA, will become the sole holder of the 29,999,605 shares of the Company's Common Stock and the 1,405,702 shares of the Company's $3.7 Series A Cumulative Convertible Preferred Stock (collectively, the "Shares") which currently are held by BAREIA. This also will confirm our understanding that since Itel and O&Y each have ceased to own 5% of the outstanding shares of the Company's Common Stock, those companies no longer are parties which are bound by the Stockholders Agreement.
This further will confirm that CalPERS agrees to be bound by the terms of the Registration Rights Agreement in accordance with Section 13 thereof. This will confirm our understanding and agreement that effective as of the date of this letter the BAREIA Agreement and the Stockholders Agreement will have been terminated and will be of no further force and effect, and CalPERS will be a Holder of Registrable Securities under the Registration Rights Agreement and be entitled to the benefits of such Agreement with respect to the Shares.
<PAGE>
Please sign and return the enclosed copy of the letter agreement to us if the foregoing accurately reflects our understanding and agreement.
Very truly yours,
CALIFORNIA PUBLIC EMPLOYEES' RETIREMENT SYSTEM
By: /s/ Sheryl Pressler
__________________________
Accepted and Confirmed:
CATELLUS DEVELOPMENT CORPORATION
By: /s/ Nelson C. Rising ________________________________
[Does Calpers control Catellus?]
[Golden Parachute - Does Calpers Pay?]
16
<PAGE>
ARTICLE III
CHANGE OF CONTROL
3.1 Change of Control Payments.
--------------------------
In the event that a Change of Control (as defined in paragraph 3.1(c)
hereof) occurs during the term of this Agreement while the Executive is employed
by the Company, Executive shall be entitled to certain payments as follows:
(a) If, following the execution of an agreement providing for a Change
of Control or within twelve months after the occurrence of the Change of
Control, the Executive's employment by the Company or its successor is
terminated by the Company without Cause (as defined in Section 1.7(b)(ii) or by
Executive pursuant to Section 1.7(b)(iii) (relating to Termination for Good
Reason), then the Executive shall be entitled to receive from the Company or
such successor, in lieu of, and not in addition to, the amounts otherwise
payable to the Executive pursuant to Section 1.8 hereof, a lump sum payment in
an amount which is equal to three times the "base amount" in respect of
Executive as defined in Section 280G of the Internal Revenue Code of 1986, as
amended (the "Code"), or any successor to that provision. In addition, the stock
option described in Section 1.5 hereto shall become fully vested in such event.
17
<PAGE>
(b) If any payments under this Agreement, after taking into account
all other payments to which Executive is entitled from the Company, or any
affiliate thereof, are more likely than not to result in a loss of a deduction
to the Company by reason of Section 280G of the Code or any successor provision
to that section, such payments shall be reduced to the extent required to avoid
such loss of deduction. Executive shall be entitled to select the order in which
payments are to be reduced in accordance with the preceding sentence.
If requested by the Company, Executive shall provide complete
compensation and tax data on a timely basis to the Company and to an accounting
or law firm designated by the Company in order to enable the Company to
determine the extent to which payments from the Company and its affiliates may
result in a loss of a deduction. If Executive incurs fees or expenses in
accumulating such information, the Company shall reimburse the Executive for any
reasonable fees and expenses so incurred.
If Executive and the Company disagree as to whether a payment under
this Agreement is more likely than not to result in the loss of a deduction, the
matter shall be resolved by an opinion of tax counsel chosen by the Company's
independent auditors. The Company shall pay the fees and expenses of such
counsel, and shall make available such information as may be reasonably
requested by such counsel to prepare the opinion.
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<PAGE>
If, by reason of the limitations of this Section 3.1(b), the maximum
amount payable to the Executive cannot be determined prior to the due date for
such payment, the Company shall pay on the due date the minimum amount which it
in good faith determines to be payable and shall pay the remaining amount, with
interest at a rate, compounded semi-annually, equal to 120% of the applicable
Federal rate determined under Section 1274(d) of the Code, as soon as such
remaining amount is determined in accordance with this Section 3.1(b).
(c) A "Change of Control" of the Company shall be deemed to have
occurred upon the happening of any of the following events:
(1) the acquisition or holding, other than in or as a result of a
transaction approved by the Continuing Directors (as defined in paragraph
(b) below) of the Company, by any individual, entity or group (within the
meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act) (an
"Acquiror") of beneficial ownership (within the meaning of Rule 13d-3
promulgated under the Exchange Act) of 25% or more of the combined voting
power of the then outstanding shares of common stock and other stock of the
Company entitled to vote generally in the election of directors, but
excluding for this purpose:
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<PAGE>
(i) any such acquisition (or holding) by Bay Area Real Estate
Investment Associates L.P., a limited partnership that as of the
Effective Date holds approximately 40% of the issued and outstanding
common stock of the Company (together with the limited partner
thereof, "BAREIA"), or while BAREIA is the beneficial owner of shares
having a greater percentage of such combined voting power than the
shares held by he Acquiror;
(ii) any such acquisition (or holding) by the Company or any of
its Subsidiaries, or any employee benefit plan (or related trust) of
the Company or such Subsidiaries; or
(iii) any such acquisition (or holding) by any corporation with
respect to which, following such acquisition, more than 50% of,
respectively, the then outstanding shares of common stock of such
corporation and the combined voting power of the then outstanding
voting securities of such corporation entitled to vote generally in
the election of directors is then beneficially owned, directly or
indirectly, by all or substantially all of the individuals and
entities who were the beneficial owners, respectively, of the common
stock and other voting securities of the Company immediately prior to
such acquisition in substantially
20
<PAGE>
the same proportion as their ownership, immediately prior to such
acquisition, of the then outstanding shares of common stock of the
Company and of the combined voting power of the then outstanding
voting securities of the Company entitled to vote generally in the
election of directors;
(2) individuals who, as of the date hereof, constitute the Board (the
"Continuing Directors") cease for any reason to constitute at least a
majority of the Board, provided that any individual becoming a director
subsequent to the date hereof whose election, or nomination for election by
the Company's stockholders, was approved by a vote of at least a majority
of the persons then comprising the Continuing Directors or who was
nominated for such election by BAREIA, shall be considered a Continuing
Director, but excluding, for this purpose, any such individual whose
initial election as a member of the Board is in connection with an actual
or threatened "election contest" relating to the election of the directors
of the Company (as such term is used in Rule 14a-11 of Regulation 14A
promulgated under the Exchange Act); or
(3) approval by the Company's stockholders of (i) a reorganization,
merger or consolidation of the Company, with respect to which in each case
all or substantially all of
21
<PAGE>
the individuals and entities who were the respective beneficial owners of
the common stock and voting securities of the Company immediately prior to
such reorganization, merger or consolidation do not, following such
reorganization, merger or consolidation, beneficially own, directly and
indirectly, more than 50% of, respectively, the then outstanding shares of
common stock and the combined voting power of the then outstanding voting
securities entitled to vote generally in the election of directors, of the
corporation or other entity resulting from such reorganization, merger of
consolidation, or (ii) of a complete liquidation or dissolution of the
Company, or (iii) the sale or other disposition of all or substantially all
of the assets of the Company.
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[Change of Control - Wallace]
27
<PAGE>
EXHIBIT A
CATELLUS DEVELOPMENT CORPORATION
AMENDED AND RESTATED EXECUTIVE STOCK OPTION PLAN
NON-QUALIFIED STOCK OPTION AWARD AGREEMENT
(Executive)
This Award Agreement ("Agreement") is entered into as of July 24, 1995
(the "Date of Grant") between Catellus Development Corporation, a Delaware
corporation ("Catellus"), and
Stephen P. Wallace
an employee of Catellus (the "Executive").
snip
b. Change of Control. If the Executive is terminated at any time
following the execution of an agreement providing for a Change of Control or
within twelve months following a Change of Control, the Option shall vest
immediately as to the entire number of Option Shares. For purposes of this
Agreement, a "Change of Control" of Catellus shall be deemed to have occurred
upon the happening of any of the following events:
(i) the acquisition or holding, other than in or as a result
of a transaction approved by the Continuing Directors (as defined
in paragraph (ii) below) of Catellus, by any individual, entity or
group (within the meaning of Section 13(d)(3) or 14(d)(2) of the
Securities Exchange Act of 1934) (an "Acquiror") of beneficial
ownership (within the meaning of Rule 13d-3 promulgated under the
Securities Exchange Act of 1934) of 25% or more of the combined
voting power of the then outstanding shares of Common Stock and
other stock of Catellus entitled to vote generally in the election
of directors, but excluding for this purpose:
(A) any such acquisition (or holding) by Bay Area Real
Estate Investment Associates L.P., a limited partnership that as of
the date hereof holds approximately 42% of the issued and
outstanding Common Stock of Catellus (together with the limited
partner thereof, "BAREIA"), or while BAREIA is the beneficial owner
of shares having a greater percentage of such combined voting power
than the shares held by the Acquiror;
snip
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[Pers control]
<PAGE>
EXHIBIT 10.39
E x e c u t i o n C o p y
STOCK OPTION AWARD AGREEMENT
This Award Agreement ("Agreement") is entered into as of January 1, 1996
(the "Date of Grant") between Catellus Development Corporation, a Delaware
corporation ("Catellus"), and
Joseph R. Seiger
the Chairman of the Board of Catellus (the "Executive").
snip
b. Change of Control. If the Executive is terminated at any time
within twelve months following a Change of Control, the Option shall vest
immediately as to the entire number of Option Shares. For purposes of this
Agreement, a "Change of Control" of Catellus shall be deemed to have occurred
upon the happening of any of the following events:
(i) the acquisition or holding, other than in or as a result of a
transaction approved by the Continuing Directors (as defined in paragraph
(ii) below) of Catellus, by any individual, entity or group (within the
meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of
1934) (an "Acquiror") of beneficial ownership (within the meaning of Rule
13d-3 promulgated under the Securities Exchange Act of 1934) of 25% or more
of the combined voting power of
3
<PAGE>
the then outstanding shares of Common Stock and other stock of Catellus
entitled to vote generally in the election of directors, but excluding for
this purpose:
(A) any such acquisition (or holding) by the California
Public Employees' Retirement System ("CalPERS"), which as of the date
hereof holds approximately 41% of the issued and outstanding Common
Stock of Catellus, or while CalPERS is the beneficial owner of shares
having a greater percentage of such combined voting power than the
shares held by the Acquiror;
snip
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End Note
OK, Folks, there you have it. For good reasons I have offered no conclusions. That is left to you. Ample references are provided to get you started. Go figure. Take it and run with it.
Forest Glen Durland
Saratoga, CA
11-3-02
Copyright 2002 by Forest Glen Durland