SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
_______________________
SCHEDULE
13D
under the Securities Exchange Act of 1934
(Amendment No. 2)
_______________________
CBL
& ASSOCIATES PROPERTIES, INC.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
124830100
(CUSIP Number of Class
of Securities)
_______________________
Steven Wolosky, Esq. |
David J. Heymann, Esq. |
Olshan Frome Wolosky LLP |
Melzer, Lippe, Goldstein
& Breitstone, LLP |
1325 Avenue of the Americas |
190 Willis Avenue |
New York, NY 10019 |
Mineola, NY 11501 |
______________________________________________________________________
(Name, Address and Telephone Number of
Person
Authorized to Receive Notices and Communications)
December 4, 2019
(Date of Event which Requires Filing of
this Statement)
If the filing
person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and
is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box ☐.
Note: Schedules filed in paper format shall
include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies
are to be sent.
*The remainder of this cover page shall
be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for
any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder
of this cover shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934
(“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions
of the Act (however, see the Notes).
(continued on next page(s)) |
Page 1 of 7 |
CUSIP No. 124830100 |
13D |
Page 2 of 7 |
1 |
Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Exeter Capital Investors, L.P.
I.R.S. I.D. No.
|
|
2 |
Check the Appropriate Box if a Member of a Group
|
(a) ☒
(b) ☐
|
3 |
SEC Use Only
|
|
4 |
Sources of Funds
WC |
|
5 |
Check Box if Disclosure of Legal Proceedings
is Required Pursuant to Items 2(e) of 2(f)
|
☐ |
6 |
Citizenship or Place of Organization
Delaware |
|
Number of Shares Beneficially Owned
by Each Reporting
Person With |
7 |
Sole Voting Power
0 |
|
8 |
Shared Voting Power
11,350,000 |
|
9
|
Sole Dispositive Power
0 |
|
10
|
Shared Dispositive Power
11,350,000 |
|
11
|
Aggregate Amount Beneficially Owned by Each Reporting
Person
11,350,000 |
|
12 |
Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares
|
☐ |
13
|
Percent of Class Represented by Amount in Row (11)
6.54 (1) |
|
14 |
Type of Reporting Person
PN |
|
| (1) | Calculation is based on a total of 173,503,412
shares of Common Stock, par value $.01 per share (“Common Stock”) of CBL & Associates Properties, Inc. (the
“Issuer”) outstanding as of November 8, 2019, which amount is derived from the amount reported in the Issuer’s
Quarterly Report on Form 10-Q for the period ended September 30, 2019. |
CUSIP No. 124830100 |
13D |
Page 3 of 7 |
1 |
Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Exeter Capital GP LLC
I.R.S. I.D. No.
|
|
2 |
Check the Appropriate Box if a Member of a Group
|
(a) ☒
(b) ☐
|
3 |
SEC Use Only
|
|
4 |
Sources of Funds
WC |
|
5 |
Check Box if Disclosure of Legal Proceedings
is Required Pursuant to Items 2(e) of 2(f)
|
☐ |
6 |
Citizenship or Place of Organization
Delaware |
|
Number of Shares Beneficially Owned
by Each Reporting
Person With |
7 |
Sole Voting Power
0 |
|
8 |
Shared Voting Power
11,350,000 |
|
9
|
Sole Dispositive Power
0 |
|
10
|
Shared Dispositive Power
11,350,000 |
|
11
|
Aggregate Amount Beneficially Owned by Each Reporting
Person
11,350,000 |
|
12 |
Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares
|
☐ |
13
|
Percent of Class Represented by Amount in Row (11)
6.54 (1) |
|
14 |
Type of Reporting Person
OO |
|
| (1) | Calculation is based on a total of 173,503,412
shares of Common Stock, par value $.01 per share (“Common Stock”) of CBL & Associates Properties, Inc. (the
“Issuer”) outstanding as of November 8, 2019, which amount is derived from the amount reported in the Issuer’s
Quarterly Report on Form 10-Q for the period ended September 30, 2019. |
CUSIP No. 124830100 |
13D |
Page 4 of 7 |
1 |
Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
WEM Exeter LLC
I.R.S. I.D. No.
|
|
2 |
Check the Appropriate Box if a Member of a Group
|
(a) ☒
(b) ☐
|
3 |
SEC Use Only
|
|
4 |
Sources of Funds
WC |
|
5 |
Check Box if Disclosure of Legal Proceedings
is Required Pursuant to Items 2(e) of 2(f)
|
☐ |
6 |
Citizenship or Place of Organization
Delaware |
|
Number of Shares Beneficially Owned
by Each Reporting
Person With |
7 |
Sole Voting Power
0 |
|
8 |
Shared Voting Power
11,350,000 |
|
9
|
Sole Dispositive Power
0 |
|
10
|
Shared Dispositive Power
11,350,000 |
|
11
|
Aggregate Amount Beneficially Owned by Each Reporting
Person
11,350,000 |
|
12 |
Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares
|
☐ |
13
|
Percent of Class Represented by Amount in Row (11)
6.54 (1) |
|
14 |
Type of Reporting Person
OO |
|
| (1) | Calculation is based on a total of 173,503,412
shares of Common Stock, par value $.01 per share (“Common Stock”) of CBL & Associates Properties, Inc. (the
“Issuer”) outstanding as of November 8, 2019, which amount is derived from the amount reported in the Issuer’s
Quarterly Report on Form 10-Q for the period ended September 30, 2019. |
CUSIP No. 124830100 |
13D |
Page 5 of 7 |
1 |
Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Michael L. Ashner
I.R.S. I.D. No.
|
|
2 |
Check the Appropriate Box if a Member of a Group
|
(a) ☒
(b) ☐
|
3 |
SEC Use Only
|
|
4 |
Sources of Funds
PF |
|
5 |
Check Box if Disclosure of Legal Proceedings
is Required Pursuant to Items 2(e) of 2(f)
|
☐ |
6 |
Citizenship or Place of Organization
Delaware |
|
Number of Shares Beneficially Owned
by Each Reporting
Person With |
7 |
Sole Voting Power
0 |
|
8 |
Shared Voting Power
11,350,000 |
|
9
|
Sole Dispositive Power
0 |
|
10
|
Shared Dispositive Power
11,350,000 |
|
11
|
Aggregate Amount Beneficially Owned by Each Reporting
Person
11,350,000 |
|
12 |
Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares
|
☐ |
13
|
Percent of Class Represented by Amount in Row (11)
6.54 (1) |
|
14 |
Type of Reporting Person
OO |
|
| (1) | Calculation is based on a total of 173,503,412
shares of Common Stock, par value $.01 per share (“Common Stock”) of CBL & Associates Properties, Inc. (the
“Issuer”) outstanding as of November 8, 2019, which amount is derived from the amount reported in the Issuer’s
Quarterly Report on Form 10-Q for the period ended September 30, 2019. |
CUSIP No. 124830100 |
13D |
Page 6 of 7 |
This Amendment No.
2 to Schedule 13D amends certain information contained in the Schedule 13D filed by Exeter Capital Investors, L.P., a Delaware
limited partnership, Exeter Capital GP LLC, a Delaware limited liability company, WEM Exeter LLC, a Delaware limited liability
company, and Michael L. Ashner with the Securities and Exchange Commission on August 26, 2016, as amended by Amendment No. 1 to
Schedule 13D filed by Exeter Capital Investors, L.P., a Delaware limited partnership, Exeter Capital GP LLC, a Delaware limited
liability company, WEM Exeter LLC, a Delaware limited liability company, and Michael L. Ashner on November 4, 2019 (the “13D”)
with respect to shares of common stock, par value $0.01 per share (the “Common Stock”) of CBL & Associates Properties,
Inc., a Delaware corporation (the “Issuer”). The principal executive offices of the Issuer are located at 2030 Hamilton
Place Blvd., Suite 500, Chattanooga, Tennessee 37421. Capitalized terms used but not defined herein have the meanings ascribed
to them in the 13D.
| Item 3. | Source and Amount of Funds of Other Consideration. |
Item 3 shall be deleted in its entirety
and replaced with the following:
The total amount of
funds required to acquire the shares of Common Stock held by ECI excluding brokerage commissions, were $10,859,671. Such shares
were purchased with working capital in open market purchases.
| Item 5. | Interest of Securities of the Issuer. |
Item 5 shall be deleted in its entirety
and replaced with the following:
(a) and (b) Beneficial
Ownership
As of the date of
this Amendment No. 2 to Schedule 13D, each of the Reporting Persons may be deemed to beneficially own 11,350,000 shares of Common
Stock that are held directly by ECI, representing approximately 6.54% of the Common Stock outstanding. The percentages set forth
above and on the cover pages hereto represent percentages of the outstanding shares of Common Stock based on a total of 173,503,412
shares of Common Stock outstanding as of November 8, 2019, which amount is derived from amount reported in the Issuer’s Quarterly
Report on Form 10-Q for the period ended September 30, 2019.
Each of the Reporting
Persons may be deemed to exercise the shared voting and dispositive authority over 11,350,000 shares of Common Stock.
(c) Transactions
during the past sixty days
1,000,000 shares
of Common Stock were purchased on December 4, 2019 in open market transactions at an average price per share of $1.04.
(d) Right
to receive dividends or proceeds
Not applicable.
(e) Beneficial
ownership of less than five percent
Not applicable.
CUSIP No. 124830100 |
13D |
Page 7 of 7 |
Signatures
After reasonable inquiry
and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated as of: December 4, 2019
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EXETER CAPITAL INVESTORS, L.P. |
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By: |
Exeter Capital GP LLC |
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General Partner |
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By: |
WEM Exeter LLC |
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Managing Member |
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By |
/s/ Michael L. Ashner |
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Michael L. Ashner |
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Managing Member |
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EXETER CAPITAL GP LLC |
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By: |
WEM Exeter LLC |
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Managing Member |
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By |
/s/ Michael L. Ashner |
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Michael L. Ashner |
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Managing Member |
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WEM EXETER LLC |
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By |
/s/ Michael L. Ashner |
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Michael L. Ashner |
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Managing Member |
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/s/ Michael L. Ashner |
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Michael L. Ashner |
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Attention: Intentional misstatements
or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001).