UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-A/A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES
EXCHANGE ACT OF 1934
THE MACERICH COMPANY
(Exact name of registrant as specified in its charter)
MARYLAND |
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95-4448705 |
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(State of incorporation |
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(I.R.S. Employer |
or organization) |
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Identification No.) |
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) |
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class |
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Name of each exchange on which |
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Preferred Stock Purchase Rights |
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New York Stock Exchange |
If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), check the following box. þ
If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), check the following box. ¨
Securities Act registration statement file number to which this form relates: N/A (if applicable)
Securities to be registered pursuant to Section 12(g) of the Act:
None
(Title of class)
EXPLANATORY NOTE
This Form 8-A/A is filed by The Macerich Company, a Maryland corporation (the Company), to supplement and amend the information set forth on the Form 8-A filed by the Company on March 18, 2015.
Item 1. Description of Registrants Securities to be Registered
On May 7, 2015, the Company and Computershare Trust Company, N.A., as rights agent (the Rights Agent), entered into an amendment (the Amendment) to that certain Rights Agreement (the Rights Agreement), dated as of March 17, 2015, by and between the Company and the Rights Agent.
The Amendment accelerated the expiration of the preferred share purchase rights (the Rights) under the Rights Agreement to May 7, 2015 and had the effect of terminating the Rights Agreement on that date. At the time of the termination of the Rights Agreement, all of the Rights distributed to holders of the Companys common stock pursuant to the Rights Agreement expired. On May 8, 2015, the Company filed Articles Supplementary with the State Department of Assessments and Taxation of Maryland to reclassify the preferred shares as shares of the Companys preferred stock without designation.
The foregoing is a summary of the terms of the Amendment. The summary does not purport to be complete and is qualified in its entirety by reference to the Amendment, a copy of which is attached as Exhibit 4.2 and incorporated herein by reference.
Item 2. Exhibits
The documents listed below are filed as exhibits to this Registration Statement.
Exhibit |
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No. |
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Description |
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3.1 |
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Articles Supplementary for Series E Preferred Stock of The Macerich Company, as filed with the State Department of Assessments and Taxation of Maryland on March 17, 2015 (incorporated herein by reference to Exhibit 3.1 to the Companys Current Report on Form 8-K filed on March 18, 2015). |
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3.2 |
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Articles Supplementary for Series E Preferred Stock of The Macerich Company, as filed with the State Department of Assessments and Taxation of Maryland on May 8, 2015.* |
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4.1 |
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Rights Agreement, dated March 17, 2015, between The Macerich Company and Computershare Trust Company, N.A., as Rights Agent, which includes the Form of Articles Supplementary for Series E Preferred Stock as Exhibit A, the Form of Rights Certificate as Exhibit B, and the Summary of Rights as Exhibit C (incorporated herein by reference to Exhibit 4.1 to the Companys Current Report on Form 8-K filed on March 18, 2015). |
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4.2 |
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Amendment No.1 to Rights Agreement, dated May 7, 2015, between The Macerich Company and Computershare Trust Company, N.A., as Rights Agent.* |
*Filed herewith
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, thereto duly authorized.
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THE MACERICH COMPANY | |||
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Date: May 12, 2015 |
By: |
/s/ Thomas J. Leanse |
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Name: |
Thomas J. Leanse | ||
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Title: |
Senior Executive Vice President, | ||
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Chief Legal Officer and Secretary | ||
Exhibit 3.2
THE MACERICH COMPANY
ARTICLES SUPPLEMENTARY
The Macerich Company, a Maryland corporation (the Corporation), hereby certifies to the State Department of Assessments and Taxation that:
FIRST: Under a power contained in Article FIFTH of the charter of the Corporation (the Charter), the Board of Directors of the Corporation (the Board), by duly adopted resolutions, reclassified and designated all two hundred thousand (200,000) authorized (but currently unissued) shares of Series E Preferred Stock, par value $.01 per share (the Series E Preferred Stock), as shares of preferred stock, par value $.01 per share, with the preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends and other distributions, qualifications, and terms and conditions of redemption as set forth in the Charter.
SECOND: The shares of Series E Preferred Stock have been reclassified and designated by the Board under the authority contained in the Charter.
THIRD: These Articles Supplementary have been approved by the Board in the manner and by the vote required by law.
FOURTH: The undersigned acknowledges these Articles Supplementary to be the corporate act of the Corporation and, as to all matters or facts required to be verified under oath, the undersigned acknowledges that, to the best of his knowledge, information and belief, these matters and facts are true in all material respects and that this statement is made under the penalties of perjury.
-Signature page follows-
IN WITNESS WHEREOF, the Corporation has caused these Articles Supplementary to be executed in its name and on its behalf by its Senior Executive Vice President, Chief Legal Officer and Secretary and attested by its Senior Executive Vice President, Chief Financial Officer and Treasurer on this 7th day of May, 2015.
ATTEST: |
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THE MACERICH COMPANY | ||||
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By: |
/s/ Thomas E. OHern |
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By: |
/s/ Thomas J. Leanse |
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Name: Thomas E. OHern |
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Name: Thomas J. Leanse | |||
Title: Senior Executive Vice President, |
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Title: Senior Executive Vice President, | |||
Chief Financial Officer and |
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Chief Legal Officer and Secretary | |||
Signature Page to Articles Supplementary
Exhibit 4.2
AMENDMENT NO. 1 TO RIGHTS AGREEMENT
This Amendment No. 1 to Rights Agreement (this Amendment) is dated as of May 7, 2015 (the Effective Date) and amends the Rights Agreement, dated as of March 17, 2015 (the Rights Agreement), by and between The Macerich Company, a Maryland corporation (the Company), and Computershare Trust Company, N.A., a federally chartered trust company, as rights agent (the Rights Agent). Capitalized terms used in this Amendment and not otherwise defined have the meaning given to them in the Rights Agreement.
RECITALS
WHEREAS, in accordance with Section 27 of the Rights Agreement, the Company may, and the Rights Agent shall if the Company so directs, amend the Rights Agreement without the approval of any holders of Rights to make any change to or delete any provision thereof or to adopt any other provisions with respect to the Rights which the Company may deem necessary or desirable; and
WHEREAS, the Company deems it desirable to, and directs the Rights Agent to, enter into this Amendment.
AGREEMENT
NOW, THEREFORE, in consideration of the premises and the mutual agreements herein, the parties hereby agree as follows:
1. Amendment of the Rights Agreement. Section 1.28 of the Rights Agreement is hereby amended and restated in its entirety as follows:
Final Expiration Date means May 7, 2015.
2. Amendment of Exhibits. The exhibits to the Rights Agreement shall be deemed to be restated to reflect this Amendment, including all conforming changes.
3. Other Amendment; Effect of Amendment. Except as and to the extent expressly modified by this Amendment, the Rights Agreement and the exhibits thereto remain in full force and effect in all respects without any modification. This Amendment will be deemed an amendment to the Rights Agreement and will become effective on the Effective Date. In the event of a conflict or inconsistency between this Amendment and the Rights Agreement and the exhibits thereto, the provisions of this Amendment will govern.
4. Counterparts. This Amendment may be executed in any number of counterparts, and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument. A signature to this
Amendment transmitted electronically shall have the same authority, effect and enforceability as an original signature.
5. Severability. If any term, provision, covenant or restriction of this Amendment is held by a court of competent jurisdiction or other authority to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Amendment will remain in full force and effect and will in no way be affected, impaired or invalidated.
6. Descriptive Headings. Descriptive headings of the sections of this Amendment are inserted for convenience only and shall not control or affect the meaning or construction of any of the provisions hereof.
7. Further Assurances. Each of the parties to this Amendment will cooperate and take such action as may be reasonably requested by the other party in order to carry out the provisions and purposes of this Amendment, the Rights Agreement and the transactions contemplated hereunder and thereunder.
8. Governing Law. This Amendment shall be deemed to be a contract made under the laws of the state of Maryland and for all purposes shall be governed by and construed in accordance with the laws of such state applicable to contracts to be made and performed entirely within such state, except that the rights, duties and obligations of the Rights Agent shall be governed by and construed in accordance with the laws of the state of New York.
[Signature Page Follows]
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the day and year first above written.
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The Macerich Company | |
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By: |
/s/ Thomas J. Leanse |
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Name: Thomas J. Leanse |
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Title: Senior Executive Vice President, |
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Chief Legal Officer and Secretary |
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Computershare Trust Company, N.A, as Rights Agent | |
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By: |
/s/ Dennis Moccia |
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Name: Dennis Moccia |
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Title: Manager of Contract Administration |
[Signature Page to Amendment No. 1 to Rights Agreement]