SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): November 10, 1998
THE MACERICH COMPANY
(Exact name of registrant as specified in its charter)
Maryland
(State or other jurisdiction of incorporation)
1-12504 95-4448705
(Commission File No.) (IRS Employer Identification No.)
401 Wilshire Boulevard, Suite 700 90401
Santa Monica, California (Zip Code)
(Address of principal executive
offices)
Registrant's telephone number, including area code: (310) 394-6911
ITEM 5. OTHER EVENTS.
(a) The Board of Directors of the Company authorized a
dividend of one preferred share purchase right (a "Right") for each outstanding
share of common stock, par value $0.01, of the Company. The dividend is payable
on November 23, 1998 to the stockholders of record at the close of business on
that date. Each Right entitles the registered holder to purchase from the
Company one one-hundredth of a share of Series C Junior Participating Preferred
Stock, par value $0.01 per share, of the Company (the "Preferred Shares") at a
price of $112 per one one-hundredth of a Preferred Share, subject to adjustment.
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.
A copy of the Agreement and a summary description of the terms of
the Rights and the press release announcing the authorization of the Rights are
attached hereto as exhibits and incorporated herein by reference.
(b) The Company amended the By-Laws of the Company. The Amended and
Restated By-Laws of the Company are filed herewith as Exhibit 4.1, and are
hereby incorporated herein by reference.
(c) The descriptions of the matters described in this Current Report
on Form 8-K do not purport to be complete and are qualified in their entirety by
reference to the exhibits hereto.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) Exhibits.
4.1 Amended and Restated By-Laws of The Macerich Company.
4.2 Agreement, dated as of November 10, 1998, between The Macerich
Company and First Chicago Trust Company of New York, as Rights
Agent, including the form of Articles Supplementary as Exhibit
A, the form of Right Certificate as Exhibit B and the Summary
of Rights to Purchase Preferred Shares as Exhibit C.
99.1 Text of Press Release relating to the authorization of the
Rights dated November 11, 1998.
SIGNATURE
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 thereunto duly authorized.
Dated: November 13, 1998
THE MACERICH COMPANY
By: /s/ Richard A. Bayer
Name: Richard A. Bayer
Title: General Counsel and Secretary
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EXHIBIT LIST
Exhibit
No. Description
4.1 Amended and Restated By-Laws of The Macerich Company.
4.2 Agreement, dated as of November 10, 1998, between The Macerich Company
and First Chicago Trust Company of New York, as Rights Agent, including
the form of Articles Supplementary as Exhibit A, the form of Right
Certificate as Exhibit B and the Summary of Rights to Purchase
Preferred Shares as Exhibit C.
99.1 Text of Press Release relating to the authorization of the Rights dated
November 11, 1998.
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