- Current report filing (8-K)
December 21 2009 - 4:21PM
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):
December 18,
2009
THE
MACERICH COMPANY
(Exact Name of
Registrant as Specified in Charter)
Maryland
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1-12504
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95-4448705
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(State or Other
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(Commission
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(I.R.S. Employer
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Jurisdiction of
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File Number)
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Identification
No.)
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Incorporation)
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401
Wilshire Boulevard, Suite 700
Santa Monica, California
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90401
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(Address of
Principal Executive offices)
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(Zip Code)
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Registrants telephone number, including area code:
(310) 394-6000
Former name or
former address, if changed since last report:
N/A
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 (see
General Instructions A.2.):
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
8.01. Other Events.
On November 18,
2009, the Company filed with the U.S. Securities and Exchange Commission (the SEC)
a prospectus supplement dated November 18, 2009 (the November Prospectus
Supplement) to its prospectus dated November 26, 2008, which was included
in its automatic shelf registration statement on Form S-3 (No. 333-155742)
(the Registration Statement). The November Prospectus Supplement relates
to the 430,773 shares of the Companys common stock that were or may be issued
in connection with a distribution made by The Macerich Partnership, L.P., the
Companys operating partnership, on December 21, 2009.
The Company is filing the
opinion of its counsel, Goodwin Procter LLP, as Exhibit 5.1 hereto,
regarding the legality of the shares of common stock covered by the November Prospectus
Supplement.
Additionally, on December 18,
2009, the Company filed with the SEC a prospectus supplement dated December 18,
2009 (the December Prospectus Supplement) to its prospectus dated November 26,
2008, which was included in the Registration Statement. The December Prospectus Supplement
relates to the 50,000 shares of the Companys common stock that may be issued
in connection with adjustments to the conversion ratios of certain outstanding
units that may be redeemed for the Companys common stock.
The Company is filing the
opinion of its counsel, Goodwin Procter LLP, as Exhibit 5.2 hereto,
regarding the legality of the shares of common stock covered by the December Prospectus
Supplement.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits
The following exhibits
are filed with this report:
Exhibit
Number
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Description of Exhibits
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+5.1
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Opinion of Goodwin
Procter LLP as to the legality of the securities being registered.
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+5.2
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Opinion of Goodwin
Procter LLP as to the legality of the securities being registered.
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+23.1
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Consent of Goodwin
Procter LLP (contained in its opinion filed as Exhibit 5.1 and
incorporated herein by reference).
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+23.2
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Consent of Goodwin
Procter LLP (contained in its opinion filed as Exhibit 5.2 and
incorporated herein by reference).
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2
SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this
report to be signed on its behalf by the undersigned hereunto duly authorized.
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THE MACERICH COMPANY
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By: Richard A. Bayer
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/s/ Richard A. Bayer
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Senior Executive Vice
President,
Chief Legal
Officer and Secretary
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Date: December 21,
2009
3
EXHIBIT
INDEX
Exhibit
Number
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Description of Exhibits
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+5.1
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Opinion of Goodwin
Procter LLP as to the legality of the securities being registered.
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+5.2
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Opinion of Goodwin
Procter LLP as to the legality of the securities being registered.
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+23.1
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Consent of Goodwin
Procter LLP (contained in its opinion filed as Exhibit 5.1 and
incorporated herein by reference).
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+23.2
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Consent of Goodwin
Procter LLP (contained in its opinion filed as Exhibit 5.2 and
incorporated herein by reference).
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