As filed with the Securities and Exchange Commission on
November 20, 1997.
Registration No. _______
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
___________________
THE MACERICH COMPANY
(Exact name of registrant as specified in its charter)
___________________
Maryland 95-4448705
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
233 Wilshire Boulevard, Suite 700, Santa Monica, California 90401
(Address of principal executive offices)
THE MACERICH COMPANY AMENDED AND RESTATED 1994 INCENTIVE PLAN
(Full title of the plan)
Arthur M. Coppola
President and Chief Executive Officer
233 Wilshire Boulevard, Suite 700, Santa Monica, California
90401
(Name and address of agent for service)
___________________
Telephone number, including area code, of agent for service:
(310) 394-5333
Copy to:
Richard A. Bayer
Secretary and General Counsel
CALCULATION OF REGISTRATION FEE
Proposed Proposed
maximum maximum
Title of Amount offering aggregate Amount of
securities to be price offering registration
to be registered registered per unit price fee
Common Stock, 2,500,000(1) $26.78(2) $66,953,125(2) $20,288.83(2)
par value $0.01 shares
per share (1)
(1) This Registration Statement covers, in addition to the
number of shares of Common Stock stated above, options and
other rights to purchase the shares of Common Stock that
may be granted under the Plan, and, pursuant to Rule 416,
an additional indeterminate number of shares which by
reason of certain events specified in the Plan may become
subject to the Plan.
(2) Pursuant to Rule 457(h), the maximum offering price, per
share and in the aggregate, and the registration fee were
calculated based upon the average of the high and low
prices of the Common Stock on November 19, 1997 as reported
on the New York Stock Exchange and as published in the
Western Edition of The Wall Street Journal.
PART I
INFORMATION REQUIRED IN THE
SECTION 10(a) PROSPECTUS
The documents containing the information specified in
Part I of Form S-8 (plan information and registrant
information) will be sent or given to optionees as specified
by Securities and Exchange Commission Rule 428(b)(1). Such
documents need not be filed with the Securities and Exchange
Commission either as part of this Registration Statement or as
prospectuses or prospectus supplements pursuant to Rule 424.
These documents, which include the statement of availability
required by Item 2 of Form S-8, and the documents incorporated
by reference in this Registration Statement pursuant to Item 3
of Form S-8 (Part II hereof), taken together, constitute a
prospectus that meets the requirements of Section 10(a) of the
Securities Act of 1933.
PART II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents of The Macerich Company (the
"Company") filed with the Securities and Exchange Commission
are incorporated herein by reference:
(a) Annual Report on Form 10-K for the year ended December
31, 1996;
(b) Quarterly Reports on Form 10-Q for the Company's
quarters ended March 31, 1997, June 30, 1997 and
September 30, 1997;
(c) Current Report on Form 8-K for an event dated June 20,
1997;
(d) Current Report on Form 8-K, as amended by Form 8-K/A,
for an event dated August 6, 1997; and
(e) The description of the Company's Common Stock
contained in its Registration Statement filed on Form
8-A, dated March 9, 1994, as amended on Form 8-K,
dated August 5, 1994, and any other amendment or
report filed for the purpose of updating such
description.
All documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act prior
to the filing of a post-effective amendment which indicates
that all securities offered hereby have been sold or which
deregisters all securities then remaining unsold shall be
deemed to be incorporated by reference into the prospectus and
to be a part hereof from the date of filing of such documents.
Any statement contained herein or in a document, all or a
portion of which is incorporated or deemed to be incorporated
by reference herein, shall be deemed to be modified or
superseded for purposes of this Registration Statement to the
extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or amended, to constitute
a part of this Registration Statement.
ITEM 8. EXHIBITS
See the attached Exhibit Index.
ITEM 9. UNDERTAKINGS
The information and contents of Registration Statement
No. 33-84040 on Form S-8, which was previously filed with
the Securities and Exchange Commission by the Company, is
incorporated herein by reference. Except for required
opinions, consents, signature pages and any information
required in this Registration Statement that is not in the
above mentioned Registration Statement, information required
by Part II to be contained in this Registration Statement is
omitted in accordance with General Instruction E to Form S-8.
SIGNATURES
Pursuant to the requirements of the Securities Act of
1933, the registrant certifies that it has reasonable grounds
to believe that it meets all of the requirements for filing on
Form S-8 and has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Santa Monica, State of California,
on November 19, 1997.
By: /s/ ARTHUR M. COPPOLA
Arthur M. Coppola
Its: President and Chief
Executive Officer
POWER OF ATTORNEY
Each person whose signature appears below constitutes
and appoints Arthur M. Coppola, Thomas E. O'Hern and Richard
A. Bayer, and each of them, his true and lawful attorney-in-
fact and agent, with full powers of substitution and
resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Registration
Statement, and to file the same, with all exhibits thereto,
and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said
attorney-in-fact and agent, full power and authority to do and
perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents
and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorney-in-fact and
agent, or his substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of
1933, this Registration Statement has been signed below by the
following persons in the capacities and on the dates
indicated.
SIGNATURE TITLE DATE
/s/ MACE SIEGEL Chairman of the Board November 19, 1997
Mace Siegel of Directors
/s/ ARTHUR M. COPPOLA Director, President and November 19, 1997
Arthur M. Coppola Chief Executive Officer
(Principal Executive Officer)
/s/ EDWARD C. COPPOLA Director, Executive Vice November 19, 1997
Edward C. Coppola President and Director of
Acquisitions
Director November 19, 1997
James S. Cownie
/s/ THEODORE S. HOCHSTIM Director November 19, 1997
Theodore S. Hochstim
Director November 19, 1997
Fred S. Hubbell
/s/ STANLEY A. MOORE Director November 19, 1997
Stanley A. Moore
/s/ DR. WILLIAM P. SEXTON Director November 19, 1997
Dr. William P. Sexton
/s/ THOMAS E. O'HERN Senior Vice President, Chief November 19, 1997
Financial Officer and Treasurer
(Principal Financial Officer and
Principal Accounting Officer
/s/ DANA K. ANDERSON Director, Vice Chairman of November 19, 1997
Dana K. Anderson the Board of Directors and
Chief Operating Officer
EXHIBIT INDEX
Exhibit
Description
4.1. The Macerich Company Amended and Restated
1994 Incentive Plan.
4.2 Form of Employee Incentive and Nonqualified
Stock Option Agreement.
4.3 Form of Employee Nonqualified Stock Option
Agreement.
5. Opinion of Ballard Spahr Andrews & Ingersoll
(opinion re legality).
23.1 Consent of Independent Accountants.
23.2 Consent of Ballard Spahr Andrews & Ingersoll
(included in Exhibit 5).
24. Power of Attorney (included in this
Registration Statement under "Signatures").