Macerich Co - Current report filing (8-K)
May 08 2008 - 4:06PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C.
20549
FORM 8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT
OF 1934
Date of report (Date of earliest event reported)
May 7,
2008
THE MACERICH COMPANY
(Exact Name of Registrant as Specified in its Charter)
MARYLAND
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1-12504
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95-4448705
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(State or Other Jurisdiction of
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(Commission File Number)
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(I.R.S. Employer Identification No.)
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Incorporation)
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401 Wilshire Boulevard, Suite 700, Santa Monica,
California 90401
(Address of principal executive office, including zip code)
Registrants telephone number, including area code
(310)
394-6000
N/A
(Former name, former address and former fiscal year, if changed since
last report)
Check
the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
o
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o
Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
o
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
Item 2.02
Results of
Operations and Financial Condition.
Item 4.02
Non-Reliance on
Previously Issued Financial Statements or a Related Audit Report or Completed
Interim Review.
Item 7.01
Regulation
FD Disclosure.
On May 7, 2008, the
Audit Committee of the Companys Board of Directors (the Audit Committee)
concluded, following a determination on May 7, 2008 by the Companys
management, that the Company will restate its previously issued consolidated financial
statements as of and for the years ended December 31, 2007, 2006 and 2005,
along with any affected selected consolidated financial data for such years,
and that the previously issued consolidated financial statements of the Company
audit and the related audit reports of its independent registered public
accountants for those years as well as the interim quarterly condensed financial
statements should no longer be relied upon.
Such conclusion was based upon an error in the purchase accounting
treatment for the acquisition of Wilmorite Properties, Inc. and Wilmorite
Holdings, L.P.
In connection with the
Wilmorite acquisition, approximately 3.4 million convertible preferred units
were issued which were redeemable for that portion of the Wilmorite portfolio
generally located in the greater Rochester area (the Rochester Redemption). Effective January 1, 2008, the Rochester
Redemption closed. In connection with
the review of that redemption, the original purchase accounting treatment for
the 2005 Wilmorite acquisition was reconsidered and changed due to an error. The Company will restate its financial
statements for the years ended December 31, 2007, 2006 and 2005 to reflect
minority interest on a carry-over predecessor basis in the initial purchase
price accounting which will be reversed in its entirety at January 1,
2008, the date of the Rochester Redemption closing. As a result of this error, previously
reported net income available to common stockholders was understated by
approximately $2 million in 2007 and overstated by approximately $11 million in
2006 and approximately $146 million in 2005.
Accumulated deficit was understated by approximately $155 million; approximately
$157 million and approximately $146 million as of December 31, 2007, 2006
and 2005. At January 1, 2008, the
redemption date, the reversal of the entries noted above will decrease
accumulated deficit by approximately $173 million. These
changes will have no impact on the Companys earnings before interest, income
taxes, depreciation, amortization and minority interests, or cash flows
provided or used in operating activities for the affected periods.
The Companys Audit
Committee has discussed the matters disclosed in this filing with its
independent accountants, Deloitte & Touche LLP.
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, The Macerich
Company has duly caused this report to be signed by the undersigned, hereunto
duly authorized, in the City of Santa Monica, State of California, on May 8,
2008.
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THE MACERICH COMPANY
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By: THOMAS E. OHERN
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/s/ Thomas E. OHern
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Executive Vice President,
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Chief Financial Officer
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and Treasurer
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