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):
February 3, 2005
THE MACERICH COMPANY
(Exact name of registrant as specified in its charter)
MARYLAND 1-12504 95-4448705
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(State or other (Commission File (IRS Employer
jurisdiction of Number) Identification No.)
incorporation)
401 Wilshire Boulevard, Suite 700
Santa Monica, California 90401
(Address of principal executive offices, including zip code)
(310) 394-6000
(Registrant's telephone number, including area code)
Not Applicable
(Former name or former address, 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 (see General Instruction A.2 below):
|_| Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17CFR 240.13e-4(c))
Item 1.01 Entry into a Material Definitive Agreement
On February 3, 2005, the Board of Directors of The Macerich Company
(the "Company") approved amendments to The Macerich Company Executive Officer
Salary Deferral Plan (the "Plan"). The amendments became effective as of
December 15, 2004.
The Plan originally became effective on October 1, 1994 and provided
certain executive officers of the Company with the opportunity to make annual
irrevocable elections to defer a portion of their annual base salary under the
Plan. The Plan was subsequently amended as of October 1, 2002 to suspend all
future base salary deferrals under the Plan. Except as provided below,
participant accounts are not credited with interest or earnings. Each
participant will be eligible to receive a distribution of the amounts credited
to his accounts in a cash lump sum payment on the earlier to occur of (1) the
date irrevocably elected by the participant prior to his initial participation
in the Plan or (2) the participant's death.
The amendments to the Plan provide that, as of December 15, 2004, the
amounts credited to the deferral account and company matching account of the
Company's Vice Chairman (the "Participant") will be credited with income, gains
and losses based upon the performance of investment funds selected by the
Participant from a list of funds designated by the Company. In addition, in
order to make the Plan provisions applicable to the Participant comply with new
Section 409A of the Internal Revenue Code ("Section 409A") regarding the timing
of the payment of deferred compensation, the amendments to the Plan also provide
that if the Plan is terminated either in full or with respect to the
Participant, then the amounts credited to the Participant's accounts will be
distributed to the Participant on his scheduled distribution date rather than at
the time of termination of the Plan.
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.
THE MACERICH COMPANY
Date: February 8, 2005 By: RICHARD A. BAYER
/s/ RICHARD A. BAYER
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Executive Vice President, General
Counsel and Secretary
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