- Current report filing (8-K)
July 02 2010 - 4:18PM
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):
July 2, 2010
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
July 2, 2010, The Macerich Company (the Company) filed with the U.S.
Securities and Exchange Commission a prospectus supplement dated July 2,
2010 (the 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 Prospectus
Supplement relates to the holders of common units of limited partnership
interest, or OP units, in The Macerich Partnership, L.P. (the Operating
Partnership) named therein (the OP unit holders). The OP units may be
redeemed at the request of the OP unit holder and the Company may elect to
redeem them for cash or shares of the Companys common stock on a one-for-one
basis. Currently, there are no outstanding redemption requests from the OP unit
holders.
The
Prospectus Supplement generally covers the potential offer and sale, from time
to time, by the OP Unit holders of shares of the Companys common stock that
may be issued to such OP unit holders upon redemption of an equal number of OP
units. The OP unit holders may only offer these shares of the Companys common
stock if upon any request for redemption the Company exercises its right to
issue its common stock to them instead of paying a cash amount. The
registration of the shares of the Companys common stock covered by the Prospectus
Supplement satisfies any contractual obligation of the Company, but does not
necessarily mean that any of the holders of OP units will exercise their
redemption rights or that upon any such redemption the Company will elect, in
the Companys sole and absolute discretion, to redeem some or all of the OP
units for shares of the Companys common stock instead of paying a cash amount.
The
Company is filing the opinion of its counsel, Venable LLP, as Exhibit 5.1
hereto, regarding the legality of the shares of common stock covered by the
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 Venable LLP as to the legality of the securities being registered.
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+23.1
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Consent
of Venable LLP (contained in its opinion filed as Exhibit 5.1 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:
THOMAS E. OHERN
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/s/
THOMAS E. OHERN
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Senior
Executive Vice President,
Chief Financial Officer and Treasurer
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Date:
July 2, 2010
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3
EXHIBIT INDEX
Exhibit
Number
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Description of Exhibits
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+5.1
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Opinion
of Venable LLP as to the legality of the securities being registered.
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+23.1
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Consent
of Venable LLP (contained in its opinion filed as Exhibit 5.1 and
incorporated herein by reference).
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4
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