Macerich Co - Prospectus filed pursuant to Rule 424(b)(7) (424B7)
December 19 2007 - 4:34PM
Edgar (US Regulatory)
Filed Pursuant to Rule 424(b)(7)
Registration
No. 333-130993
PROSPECTUS
SUPPLEMENT NO. 13
(To Prospectus Dated January 12, 2006 and
Prospectus Supplements Dated June 7 and December 5, 2007)
10,428,558 Shares
Common Stock
This prospectus supplement
supplements the prospectus dated January 12, 2006 and the prospectus
supplements dated June 7 and December 5, 2007 relating to the offer
and sell from time to time of up to 10,428,558 shares of common stock of
The Macerich Company by the selling stockholders named therein. This number of shares includes 191,263 shares
held by selling stockholders that were acquired upon redemption of Units of The
Macerich Partnership, L.P. and 10,237,295 shares constituting the maximum
number of shares of our common stock that could be issued upon conversion of
$950,000,000 aggregate principal amount of our 3.25 % Convertible Senior Notes
due 2012 (the Notes), subject to certain adjustments.
Investing in the common stock involves risks. See Risk Factors beginning on page S-2
of the prospectus supplement dated June 7, 2007.
We will not receive any proceeds from the
sale by the selling stockholders of the common stock. We will pay all expenses of the registration
of the common stock and certain other expenses.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities, or determined if
this prospectus supplement or the accompanying prospectus is truthful or
complete. Any representation to the
contrary is a criminal offense.
The date of this prospectus supplement is December 19, 2007.
The information appearing under
the heading Selling Stockholders in the prospectus supplement dated December 5,
2007 is hereby supplemented and, as appropriate, amended by the following
information. The number of shares of our
common stock indicated for the listed selling stockholders may be in excess of
the 10,428,558 shares to which this prospectus supplement relates due to sales
or transfers by selling stockholders of the Notes in transactions exempt from
the registration requirements under the Securities Act of 1933 after the date
on which the selling stockholders provided us with information regarding their
holdings of Notes.
Selling Stockholder
|
|
Shares Prior
to the
Offering
|
|
Shares Available for Sale Under this Prospectus Supplement
|
|
Shares After Completion of the Offering (1)
|
|
D.E. Shaw Valence
Portfolios, L.L.C. (2)
|
|
269,402
|
|
269,402
|
|
0
|
|
Institutional Benchmark
Series
|
|
5,560
|
|
5,560
|
|
0
|
|
UBS Securities LLC (3)
|
|
171,124
|
|
171,124
|
|
0
|
|
(1)
Assumes all
shares for sale under this prospectus supplement are sold.
(2)
D.E. Shaw &
Co. L.P., as either managing member or investment advisor, has voting and
investment control over the Notes relating to the shares of common stock listed
for the selling stockholder. Julius
Gaudio, Eric Wepsic and Anne Dinning, or their designees, exercise voting and
investment control over such Notes on behalf of D.E. Shaw & Co.
L.P. The selling stockholder has stated
that it is an affiliate of D.E. Shaw Securities, L.L.C., a registered
broker-dealer, and that it acquired the Notes in the ordinary course of
business and, at the time of purchase, did not have any agreements,
understandings or arrangements, directly or indirectly, with any person to
distribute such securities.
(3)
The selling
stockholder has identified itself as a registered broker-dealer and,
accordingly, may be considered an underwriter under this prospectus supplement.
2
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