View:
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
THE MACERICH COMPANY
(Exact name of registrant as specified in its charter)
MARYLAND 95-4448705
(State of incorporation) (IRS Employer Identification No.)
401 Wilshire Boulevard, Suite 700
Santa Monica, California 90401
(Address of principal executive offices) (Zip Code)
If this form relates to the If this form relates to the
registration of a class of securities registration of a class of securities
pursuant to Section 12(b) of the pursuant to Section 12(g) of the
Exchange Act and is effective Exchange Act and is effective
pursuant to General Instruction pursuant to General Instruction
A.(c), please check the following A.(d), please check the following
box. [X] box. [ ]
Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on Which
to be so Registered Each Class is to be Registered
Preferred Share Purchase Rights New York Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act: None
ITEM 1. DESCRIPTION OF SECURITIES TO BE REGISTERED.
On November 10, 1998, the Board of Directors of The Macerich Company
(the "Company") authorized a dividend of one preferred share purchase right (a
"Right") for each outstanding share of common stock, par value $0.01 per share,
of the Company (the "Common Shares"). The dividend is payable on November 23,
1998 (the "Record Date") to the stockholders of record at the close of business
on that date. The description and terms of the Rights are set forth in an
Agreement (the "Agreement") between the Company and First Chicago Trust Company
of New York, as Rights Agent (the "Rights Agent").
Each Right entitles the registered holder to purchase from the
Company one one-hundredth of a share of Series C Junior Participating Preferred
Stock of the Company, par value $0.01 per share (the "Preferred Shares"), at a
price of $112 per one one-hundredth of a Preferred Share (the "Purchase Price"),
subject to adjustment.
In the event that any person or group of affiliated or associated
persons (other than (a) the Company, (b) any subsidiary of the Company, (c) any
employee benefit plan of the Company or any subsidiary of the Company, or (d)
any entity holding Common Shares for or pursuant to the terms of any such plan
(collectively, the "Excluded Persons")) acquires beneficial ownership of 15% or
more of the outstanding Common Shares (an "Acquiring Person") (with certain
exceptions for current holders of preferred stock of the Company convertible
into Common Shares), each holder of a Right, other than Rights beneficially
owned by the Acquiring Person (which will thereafter be void), will thereafter
have the right to receive upon exercise that number of Common Shares having a
market value of two times the exercise price of the Right.
If the Company is acquired in a merger or other business combination
transaction or 50% or more of its consolidated assets or earning power are sold
after a person or group has become an Acquiring Person, each holder of a Right
(other than Rights beneficially owned by the Acquiring Person, which will be
void) will thereafter have the right to receive that number of shares of common
stock of the acquiring company which at the time of such transaction will have a
market value of two times the exercise price of the Right.
Until the earlier of (i) 10 days following a public announcement
that a person or group has become an Acquiring Person (with certain exceptions
for current holders of preferred stock of the Company convertible into Common
Shares); or (ii) 10 business days (or such later date as may be determined by
action of the Board of Directors of the Company prior to such time as any person
or group becomes an Acquiring Person) following the commencement of, or first
public announcement of an intention to make, a tender offer or exchange offer
the consummation of which would result in the beneficial ownership by a person
or group (other than the Excluded Persons) of 15% or more of the outstanding
Common Shares (the earlier of such dates being the "Distribution Date"), the
Rights will be represented, with respect to any of the Common Share certificates
outstanding as of the Record Date, by such Common Share certificate with a copy
of the Summary of Rights attached thereto. Until the Distribution Date (or
earlier redemption or expiration of the Rights), the Rights will be transferred
with and only with the Common Shares, and transfer of those certificates will
also constitute transfer of these Rights.
As soon as practicable following the Distribution Date, separate
certificates representing the Rights ("Right Certificates") will be mailed to
holders of record of the Common Shares as of the close of business on the
Distribution Date and such separate Right Certificates alone will thereafter
represent the Rights.
On the Distribution Date, proper provision will be made by the
Company in order to provide each holder (other than the Company) of partnership
units of The Macerich Partnership, L.P., a Delaware limited partnership (the
"Partnership") with such number of Rights, represented by Right Certificates, as
would have been issued to such holder had such holder exchanged such holder's
partnership units for Common Shares pursuant to the terms and conditions of the
Agreement of Limited Partnership of the Partnership prior to the Distribution
Date.
The Rights are not exercisable until the Distribution Date. The
Rights will expire on November 10, 2008 (the "Final Expiration Date"), unless
the Final Expiration Date is extended or unless the Rights are earlier redeemed
or exchanged by the Company, in each case, as described below.
The Purchase Price payable, and the number of Preferred Shares or
other securities or property issuable, upon exercise of the Rights are subject
to adjustment from time to time to prevent dilution in the event of stock
dividends, stock splits, reclassifications, or certain distributions with
respect to the Preferred Shares. The number of outstanding Rights and the number
of one one-hundredths of a Preferred Share issuable upon exercise of each Right
are also subject to adjustment if, prior to the Distribution Date, there is a
stock split of the Common Shares or a stock dividend on the Common Shares
payable in Common Shares or subdivisions, consolidations or combinations of the
Common Shares. With certain exceptions, no adjustment in the Purchase Price will
be required until cumulative adjustments require an adjustment of at least 1% in
such Purchase Price. No fractional Preferred Shares will be issued (other than
fractions which are integral multiples of one one-hundredth of a Preferred
Share, which may, at the election of the Company, be represented by depositary
receipts) and, in lieu thereof, an adjustment in cash will be made based on the
market price of the Preferred Shares on the last trading day prior to the date
of exercise.
Preferred Shares purchasable upon exercise of the Rights will not be
redeemable. Each Preferred Share will be entitled to a minimum preferential
quarterly dividend payment of $1 per share but will be entitled to an aggregate
dividend of 100 times the dividend declared per Common Share. In the event of
liquidation, the holders of the Preferred Shares will be entitled to a minimum
preferential liquidation payment of $100 per share but will be entitled to an
aggregate payment of 100 times the payment made per Common Share. Each Preferred
Share will have 100 votes, voting together with the Common Shares. Finally, in
the event of any merger, consolidation or other transaction in which Common
Shares are exchanged, each Preferred Share will be entitled to receive 100 times
the amount received per Common Share. These rights are protected by customary
antidilution provisions.
2
The value of the one one-hundredth interest in a Preferred Share
purchasable upon exercise of each Right should, because of the nature of the
Preferred Shares' dividend, liquidation and voting rights, approximate the value
of one Common Share.
At any time after any person or group becomes an Acquiring Person,
and prior to the acquisition by such person or group (other than the Excluded
Person) of 50% or more of the aggregate voting power of the Company or of the
outstanding Common Shares, the Board of Directors of the Company may cause the
Company to exchange the Rights (other than Rights owned by the Acquiring Person,
which will have become void), in whole or in part, at an exchange ratio of one
Common Share, or one one-hundredth of a Preferred Share (subject to adjustment).
At any time prior to any person or group becoming an Acquiring
Person, the Board of Directors of the Company may cause the Company to redeem
the Rights in whole, but not in part, at a price of $0.0001 per Right (the
"Redemption Price"). The redemption of the Rights may be made effective at such
time on such basis with such conditions as the Board of Directors in its sole
discretion may establish. Immediately upon any redemption of the Rights, the
right to exercise the Rights will terminate and the only right of the holders of
Rights will be to receive the Redemption Price.
The terms of the Rights may be amended by the Board of Directors of
the Company without the consent of the holders of the Rights, including an
amendment to lower certain thresholds described above to 10%, except that from
and after such time as any person or group of affiliated or associated persons
becomes an Acquiring Person no such amendment may adversely affect the interests
of the holders of the Rights.
Until a Right is exercised, the holder thereof, as such, will have
no rights as a stockholder of the Company, including, without limitation, the
right to vote or to receive dividends.
The Rights have certain anti-takeover effects. The Rights will cause
substantial dilution to a person or group that attempts to acquire the Company
on terms not approved by the Company's Board of Directors. The Rights should not
interfere with any merger or other business combination approved by the Board of
Directors since the Rights may be redeemed by the Company at the Redemption
Price prior to the time that a person or group has become an Acquiring Person.
The Agreement and the press release announcing the declaration of
the Rights are attached hereto as exhibits and are incorporated herein by
reference. The foregoing description of the Rights is qualified in its entirety
by reference to such exhibits.
3
ITEM 2. EXHIBITS.
1. Agreement, dated as of November 10, 1998, between The Macerich Company
and First Chicago Trust Company of New York (incorporated by reference
to Exhibit 4.2 of the Company's Current Report on Form 8-K, filed with
the Securities and Exchange Commission on November 13, 1998).
2. Text of Press Release relating to the authorization of the Rights
dated November 11, 1998 (incorporated by reference to Exhibit 99.1 of
the Company's Current Report on Form 8-K, filed with the Securities
and Exchange Commission on November 13, 1998).
4
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the registrant has duly caused this registration statement
to be signed on its behalf by the undersigned, thereunto duly authorized.
Dated: November 13, 1998
THE MACERICH COMPANY
By. /s/ Richard A. Bayer
NAME: Richard A. Bayer
TITLE: General Counsel and Secretary
EXHIBIT LIST
Exhibit
No. Description
1. Agreement, dated as of November 10, 1998, between The Macerich Company
and First Chicago Trust Company of New York (incorporated by reference
to Exhibit 4.2 of the Company's Current Report on Form 8-K, filed with
the Securities and Exchange Commission on November 13, 1998).
2. Text of Press Release relating to the authorization of the Rights dated
November 11, 1998 (incorporated by reference to Exhibit 99.1 of the
Company's Current Report on Form 8-K, filed with the Securities and
Exchange Commission on November 13, 1998).