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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported) November 18, 2002
(November 18, 2002)
THE MACERICH COMPANY
(Exact Name of Registrant as Specified in Charter)
| Maryland | 1-12504 | 95-4448705 | ||
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
401 Wilshire Boulevard, Suite 700, Santa Monica, CA 90401
(Address of Principal Executive Offices)
Registrant's telephone number, including area code (310) 394-6000
N/A
(Former Name or Former Address, if Changed Since Last Report)
Item 9. Regulation FD Disclosure
The Company issued two press releases on November 18, 2002. One press release announced the commencement of a public offering of 10,200,000 shares of its common stock and the other press release announced the Company's Year 2003 FFO Guidance. These press releases are filed as Exhibit 99.1 and Exhibit 99.2 hereto and are hereby incorporated by reference in their entirety.
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Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
- (c)
- Exhibits
- 99.1
- Press
Release of the Company dated November 18, 2002 (Public Offering).
- 99.2
- Press Release of the Company dated November 18, 2002 (Year 2003 FFO Guidance).
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Pursuant to the requirements of the Securities Exchange Act of 1934, The Macerich Company has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized, in the City of Santa Monica, State of California, on November 18, 2002.
| THE MACERICH COMPANY | ||||
By: |
/s/ THOMAS O'HERN Thomas O'Hern Executive Vice President and Chief Financial Officer |
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FORM 8-K
SIGNATURES
EXHIBIT 99.1
PRESS RELEASE
| For: | THE MACERICH COMPANY | |
| Press Contact: | Arthur Coppola, President and Chief Executive Officer | |
| or | ||
| Thomas E. O'Hern, Executive Vice President and Chief Financial Officer |
||
| (310) 394-6000 | ||
| MACERICH ANNOUNCES COMMON STOCK OFFERING |
Santa Monica, CA (11/18/02)—The Macerich Company (NYSE Symbol: MAC) today announced that it is commencing a public offering of 10,200,000 shares of its common stock. A group led by Deutsche Bank Securities Inc. is underwriting the offering. The Company has granted the underwriters an option to purchase up to an additional 1,530,000 shares to cover over-allotments, if any.
Net proceeds from the offering by the Company are expected to be used to repay outstanding indebtedness incurred in conjunction with the $1.475 billion acquisition of Westcor Realty Limited Partnership and its affiliated entities and for general corporate purposes.
This communication shall not constitute an offer to sell or the solicitation of an offer to buy any securities. Copies of the written prospectus meeting the requirements of the Securities Act of 1933, as amended, may be obtained from Deutsche Bank Securities, Inc., Prospectus Center, 3921 Vero Road, Suite J, Catonsville, Maryland 21227.
The Macerich Company is a fully integrated, self-managed and self-administered real estate investment trust, which focuses on the acquisition, leasing, management, redevelopment and development of regional malls and community shopping centers throughout the United States. The Company is the sole general partner of, and owns a 77% interest in The Macerich Partnership, L.P. Macerich currently owns interests in 56 regional malls, 21 community shopping centers and two development properties totaling approximately 57 million square feet of gross leasable area.
Note: This release contains statements that constitute forward-looking statements. Stockholders are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks, uncertainties and other factors that may cause actual results, performance or achievements of the Company to vary materially from those anticipated, expected or projected. Such factors include, among others, general industry, economic and business conditions, which will, among other things, affect demand for retail space or retail goods, availability and creditworthiness of current and prospective tenants, tenant bankruptcies, lease rates and terms, availability and cost of financing, interest rate fluctuations and operating expenses; adverse changes in the real estate markets, including, among other things, competition from other companies, retail formats and technology, risks of real estate development and redevelopment, acquisitions and dispositions; governmental actions and initiatives; environmental and safety requirements; and terrorist activities that could adversely affect all of the above factors. The reader is directed to the Company's various filings with the Securities and Exchange Commission, for a discussion of such risks and uncertainties.
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EXHIBIT 99.2
PRESS RELEASE
| For: | THE MACERICH COMPANY | |
| Press Contact: | Arthur Coppola, President and Chief Executive Officer | |
| or | ||
| Thomas E. O'Hern, Executive Vice President and Chief Financial Officer |
||
| (310) 394-6000 | ||
| MACERICH ANNOUNCES YEAR 2003 FFO GUIDANCE |
Santa Monica, CA (11/18/02) The Macerich Company (NYSE Symbol: MAC) today announced revised guidance to investors regarding the Company's expected funds from operations-diluted ("FFO") per share for 2003.
Management currently estimates that FFO—diluted per share for 2003 will be in the range of $3.42 to $3.50. This range is based on many assumptions, including the following:
Management expects 2003 same center earnings before interest, income taxes, depreciation and amortization to grow at a 2.0% rate compared to 2002 results.
Management has assumed short-term LIBOR interest rates will increase to 3% by year-end 2003.
In addition, management has assumed the completion of the previously announced common stock offering.
Sales of non-core assets totaling $150 million, assuming 50% leverage, have been forecast to occur in 2003.
The above statements are based on management's current expectations and are subject to the forward-looking statement caveat described below.
The Macerich Company is a fully integrated self-managed and self-administered real estate investment trust, which focuses on the acquisition, leasing, management, redevelopment and development of regional malls and community shopping centers throughout the United States. The Company is the sole general partner of, and owns a 77% interest in The Macerich Partnership, L.P. Macerich currently owns interests in 56 regional malls, 21 community shopping centers and two development properties totaling approximately 57 million square feet of gross leaseable area.
Note: This release contains statements that constitute forward-looking statements. Stockholders are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks, uncertainties and other factors that may cause actual results, performance or achievements of the Company to vary materially from those anticipated, expected or projected. Such factors include, among others, general industry, economic and business conditions, which will, among other things, affect demand for retail space or retail goods, availability and creditworthiness of current and prospective tenants, tenant bankruptcies, lease rates and terms, availability and cost of financing, interest rate fluctuations and operating expenses; adverse changes in the real estate markets including, among other things, competition from other companies, retail formats and technology, risks of real estate development and redevelopment, acquisitions and dispositions; governmental actions and initiatives; environmental and safety requirements; and terrorist activities that could adversely affect all of the above factors. The reader is directed to the Company's various filings with the Securities and Exchange Commission, for a discussion of such risks and uncertainties.
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