TAKE JUST A MOMENT - AND PICTURE A PERFECT SITE FOR A REGIONAL MALL.

Imagine a site located alongside a busy interstate highway that links the heart of a major metropolitan area with its fastest-growing suburbs. Easily accessible via two major primary interchanges, the site is also bound by well-traveled thoroughfares that link it with burgeoning residential markets to the north and south.

Then visualize the surrounding area. From the perfect site, you needn't look too far to find a variety of crowd-drawing restaurants such as Outback Steakhouse, Rio Bravo, Ruby Tuesday, Red Lobster, Pizza Hut and Chili's. Established retailers that include Home Depot, Wal-Mart, Target, Goody's, PetSmart and Rhodes Furniture should also be well represented in the immediate vicinity. But at the same time, you most definitely want any competing regional malls to be located a good distance away - maybe 25 miles or so at the nearest.

Finally, think of the ideal numbers to describe the marketplace served by a mall on this site. Consider a trade area population of some 364,000, slated to grow to nearly 414,000 during the next three years. Imagine a trade area with a population base whose average age is 33, living in households where the average annual income exceeds $50,000.

Sites like this exist not only in the dreams of mall developers and retailers. A site fitting this description is located in the western suburb of Douglasville in metropolitan Atlanta, along Interstate Highway 20 between Douglas Boulevard and Chapel Hill Road. And now it's home to the newest competitor in metro Atlanta's regional mall derby - 1.4 million sq. ft. Arbor Place.

'A great piece of property' Development expertise Arbor Place is a development of Chattanooga, Tenn.-based CBL & Associates Properties Inc. This self-managed, self-administered REIT specializes in the development, acquisition and management of regional malls and community centers. The company currently has a portfolio of 140 shopping centers in 25 states totaling 35 million sq. ft.

The western portion of metro Atlanta first caught CBL's eye in 1989, according to Michael Lebovitz, senior vice president for mall development. "We always knew that eventually this part of the Atlanta market was going to be the home of a regional mall," he says. "And we always felt that when that mall was built, it wouldn't be one of those where the market would have to grow to support it. We knew the market was already there - and that any new mall in the area would be filling a real void in the retail market."

CBL development senior vice president Ron Fullam first took a look at the future site of Arbor Place a couple of years later. He could tell immediately that the site was unique. "The first time I saw the property, I was struck by what a high profile it had," he recalls, "located as it was along I-20 between two major interchanges."

Fullam knew enough about regional malls and Atlanta to realize what lay in store for the site. "At the time, the major thrust of development in the Atlanta market was decidedly to the north," he says, "while the east and west sides of the metro area had nothing in the way of malls." But with the unceasing march of Atlanta's northward growth beginning to spill west, out I-20 toward Douglasville, he knew that if the company held on to the land long enough, it would have a great piece of property to develop as a mall site.

It took a lot of expertise - the kind that is gained only through years of experience in building regional malls - for CBL to get the 125-acre Arbor Place site ready for development. Acquiring the necessary approvals to begin turning raw acreage into retail square footage took two years of intense negotiations with local, state and federal governmental bodies, according to Ron Gimple, CBL senior vice president and general counsel.

"The site originally contained approximately five acres of wetlands, as well as a stream," says Gimple. CBL had to address these factors fully before it could begin development. Additionally, CBL had to satisfy the concerns of historic preservation agencies about the site's archaeological significance.

CBL worked closely with the U.S. Army Corps of Engineers, the Georgia Department of Natural Resources and its Environmental Protection and Historic Preservation divisions to devise ways to alleviate any negative environmental effects that could conceivably be associated with mall construction. After much discussion, study and negotiation, CBL bought additional Douglas County property and replicated three acres of wetlands for every one it had to destroy on the Arbor Place site, according to Gimple, mitigating the environmental impact of mall construction and capping a long, and sometimes difficult, approval process.

Market measures A lot of sites might not have been worth the time, effort and resources CBL had to expend to even think of beginning development of a regional mall. "But this is a unique site in a unique market," says CBL senior leasing manager Jan Bass. "Our development team worked hard to locate the right site, and now we feel that we are truly sitting on a gold mine out here at Arbor Place."

Bass has this gut feeling based on years of experience. Los Angeles-based Scan/US has the numbers to back it up. According to the company's 1998/2003 Detailed Demographic Update, the Arbor Place trade area's 1998 population of 364,245 (89.9% in families) is slated to grow by 13.6% (to 413,604) by 2003. Meanwhile, an average household Effective Buying Income (EBI) of $40,212 in 1998 is projected to grow 13.9% by 2003, hitting the $45,820 mark.

Population, households and effective buying incomes are not the only kinds of numbers that support CBL's optimism about the Arbor Place site. "Number of miles" is another numerical measure that plays a significant part in the mall's success formula.

"We are in the middle of a fast-growing area - but our nearest competitor, Cumberland Mall, is 25.1 miles from our front door," notes Bass. "That makes the Arbor Place site very unique among all other mall locations in the Atlanta market."

The anchor and small-shop array Besides its impressive demographics and ideal location, the mall's tenant mix is also creating excitement among CBL officials. "Arbor Place is CBL's first regional mall entry into a major metropolitan city," Bass says. "And we've had a nice array of retailers to choose from in putting together our mix - which features a lot of names we typically don't get to utilize in our smaller-market malls."

Department store anchors include a 200,000 sq. ft. Dillard's and a 140,000 sq. ft. Parisian, joined on the general merchandise side by a 123,664 sq. ft. Sears. As of this month, approximately 280,000 sq. ft. of anchor space is still available.

Meanwhile, in interesting configurations that bring today's big-box retailers inside a mall, a 37,585 sq. ft. Old Navy is stacked on top of a 37,686 sq. ft. Bed Bath & Beyond. The anchor array is rounded out by another store that typically occupies a big box of its own - a 25,000 sq. ft. Borders.

"More and more big-box retailers are finding that they want to become part of the mall environment, as opposed to being in a power center," says Darrell Pattison, director of design for Cleveland-based KA Inc. Architecture, designers of Arbor Place and several other CBL malls. "And at the same time, the malls want the activity these large-drawing retailers generate."

At Arbor Place, he continues, "Attaching Borders and stacking Old Navy and Bed Bath & Beyond represent unique approaches to giving large retailers a strong presence both inside and outside the mall."

Bass of CBL explains the company's strategy in signing up big-box retailers. "We wanted the ones that attract the customers our 300,000 sq. ft. worth of small-shop retailers are typically looking for - women ages 18 to 50, with better incomes and educations, who are looking for today's hot products as part of the shopping experience.

"Bed Bath & Beyond caters to that age group of women," she continues, "and Borders aims at the higher-educated segment of the market, while Old Navy is absolutely the hot product right now."

The lineup of small shops at Arbor Place is broad-based and extensive. "We consider ourselves a 'meat and potatoes' kind of mall," says Bass, "and we've gone after the kind of retailers that can fit well in just about every major metropolitan area." (See page AP12 for tenant list.)

Entertainment and food An 18-screen Regal Cinema, comprised of some 78,000 sq. ft. of theaters with the latest in stadium-style seating, anchors the Arbor Place entertainment component. "The entrance to the theater is inside the mall," notes Bass, "mainly because we like the traffic generated by in-mall entertainment components, based both on our experience with a number of malls in our portfolio and what we've observed at other Atlanta-area malls such as Lenox Square and Phipps Plaza."

The entrances to the theaters are on Arbor Place's second level, as is the mall's food court. Explains Pattison, "What we've done here is bring together the synergy of the food court with that of the multiplex movie theater, and engage them both with the retailers." At Arbor Place, the food court is located on top of the main entrance, directly opposite the theaters, making both highly visible to shoppers as they enter the mall. "The overall effect is the creation of a large entertainment 'co-anchor' for the mall."

Also on the entertainment side, Arbor Place will be home to NASCAR Silicon Motor Speedway. A virtual reality game utilizing visual screens and model stock cars with an extensive hydraulic system, the Silicon Speedway allows patrons to race virtual-style via one of 12 race simulators. "You get all the sensations of driving a stock car at speeds in excess of 200 mph," Bass notes.

Arbor Place is one of only a half-dozen or so mall locations nationwide chosen to house this NASCAR venture. Part of the reason the mall was selected is because it sits about halfway between Atlanta Motor Speedway and Talladega Speedway in Alabama, two of the most popular venues in the NASCAR system.

The food lineup at Arbor Place includes a traditional food court tenanted by Chick-fil-A, Great Wraps, Mandarin Express and Sbarro Italian Eatery, among others. In the sit-down department, La Pastina, a new Italian-style concept, will open a 7,000 sq. ft. restaurant to be joined by a 2,500 sq. ft. Johnny Rockets.

The Landing at Arbor Place Located immediately to the east of the new mall and also developed by CBL, The Landing at Arbor Place is a 162,979 sq. ft. power center that opened this past summer. A wide variety of retailers are represented here, according to Michael Lebovitz. The Landing is anchored by a 49,241 sq. ft. Toys 'R' Us, a 28,446 sq. ft. Circuit City, a 23,906 sq. ft. Michaels Arts & Crafts, and a 12,000 sq. ft. Shoe Carnival.

A number of other retailers, service providers and restaurants are already present or will soon locate on outparcels at the center, according to Bass. These include Firestone Auto Center, First Union, Bank of Wachovia, Steak N' Shake, Logan's Roadhouse, TGIFriday's, O'Charlie's and Hops Restaurant, Bar and Brewery.

Energy & traffic management Building on experience at its other regional malls across the nation, CBL is utilizing a number of energy-management features from Dallas-based Energy Management Inc. at Arbor Place. According to Bob Cross, Energy Management chairman and CEO, "We believe that Arbor Place Mall is one of the most energy-efficient malls built for the next millennium."

Energy-efficient technologies utilized at Arbor Place that will serve to save tenants CAM dollars include Xencom, a computer-based building automation system that controls interior and exterior lighting, along with Direct Digital Control (DDC) of common-area and tenant HVAC, says Cross. Features include time-cleaning overrides and photo-cell control for lighting; a BacNet interface from the Trane chillers to the Xencom system; primary and secondary chill water pumping with variable speed drive control; variable speed drives on cooling tower fans and tenant AHUs; CO2 sensors to control minimum outside air on mall and tenant AHUs; and DDC of all tenant VAV boxes to monitor and limit every store's temperature and CFM as per lease agreements.

In addition, Arbor Place retailers will enjoy the benefits of Xencom's automated traffic-counting system. This computer-based system allows marketers to accurately track car and people counts for analysis of mall merchandising events, promotions or merchandising seasons. Use of this product from Xencom enables mall and/or retailer marketing personnel to monitor entrance popularity; compare traffic changes related to events, sales and weather; and determine parking lot turnover.

On opening day The grand opening of Arbor Place is slated for Oct. 13, 1999. This date will mark the culmination of a lot of hard work by the people at CBL, says Lebovitz.

"Since Arbor Place is CBL's first regional mall in a top-tier market," he notes, "we had to be very careful and conscientious about how we went about developing every aspect of it, because we knew that once it opened it would be compared to every other mall in the Atlanta market."

Lebovitz is ready for the comparisons to be made. "I know that shoppers are going to visit - and come back to - Arbor Place for a number of reasons, including its mix of retailers, its location and its accessibility," he says.

As the mall makes its debut in the highly competitive Atlanta retail market, he adds, "I am very confident that Arbor Place will exceed all expectations."

Douglasville, Ga., is already home to many full-service restaurants and national retail tenants, as shown in the listings that follow. Most are concentrated at either the Highway 5 or Chapel Hill Road and I-20 interchanges.

RESTAURANTS * Ruby Tuesday

* Red Lobster

* Chili's

* Pizza Hut

* Outback Steakhouse

* Buffalo's Cafe

* Folks Restaurant

* Tokyo Japan

* Taco Mac

* Ryan's Steakhouse

* Hooter's

* Rio Bravo

* O'Charley's

* TGIFriday's

* Hops Restaurant, Bar and Brewery

HOTELS: * Crowne Plaza

* Hampton Inn

* Quality Inn

* Country Suites

RETAILERS/SUPERMARKETS * Home Depot

* Wal-Mart

* Target

* Kmart

* Goody's

* Michaels

* Blockbuster Video

* Publix

* Kroger

* Winn-Dixie

* Hancock Fabrics

* Rhodes Furniture

* Roberds Furniture

* Havertys Furniture

* Rooms To Go

* Office Depot

* Service Merchandise

* PetSmart

* Party City

* Circuit City

* Toys 'R' Us

* Office Max

* Sport Shoe

ARBOR PLACE QUICK FACTS: * Located in Douglas County, one of the 50 fastest-growing counties in the United States

* 25 miles from nearest regional mall

* 1.2 million sq. ft. retail space