SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES AND EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported) November 27, 1996
THE MACERICH COMPANY
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(Exact Name of Registrant as Specified in Charter)
Maryland 1-12504 95-4448705
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
233 Wilshire Boulevard, Suite 700, Santa Monica, CA 90401
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(Address of Principal Executive Offices)
Registrant's telephone number, including area code (310) 394-6911
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N/A
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(Former Name or Former Address, if Changed Since Last Report)
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Item 2. Acquisition or Disposition of Assets
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On November 27, 1996, Macerich Rimrock Limited Partnership, a
majority owned subsidiary of The Macerich Company (the "Registrant")
acquired Rimrock Mall, a regional mall containing approximately 583,112
square feet. Also on on November 27, 1996, The Macerich Vintage Faire
Limited Partnership, a majority owned subsidiary of the Registrant,
acquired Vintage Faire Mall, a super regional mall containing
approximately 1,052,196 square feet. The sellers of the assets, in both
cases, were subsidiaries of Ernest W. Hahn, Inc. ("Hahn").
The aggregate purchase price for both properties, including
closing costs, was approximately $118.2 million, and was determined in
good faith arms length negotiations between Registrant and Hahn. In
negotiating the purchase price the Registrant considered, among other
factors, the malls' historical and projected cash flow, the nature and
term of existing tenancies and leases, the current operating costs, the
expansion availability, the physical condition of the property, and the
terms and conditions of available financing. No independent appraisals
were obtained by the Registrant. The purchase price consisted of
assuming $88.4 million of debt, the assumption of other liabilities of $3
million, and the balance of the purchase price consisted of cash. The
cash consideration was paid from the Registrant's general corporate funds.
The Registrant intends to continue operating the mall as currently
operated and leasing the space therein to national and local retailers.
Earnings before interest, taxes, depreciation and amortization,
for the mall for 1995 was approximately $10.9 million (excluding the
effect of straight lining of rents), and for the nine months ended
September 30, 1996 was approximately $8.3 million.
The description contained herein of the transaction described
above does not purport to be complete and is qualified in its entirety by
reference to the Purchase Agreements which are filed as Exhibit 2.1 and
2.2 hereto.
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Item 7. Financial Statements, Pro Forma Financial Information and
Exhibits
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(a) Financial Statements of Business Acquired*
(b) Pro Forma Financial Information
(c) Exhibits
2.1 Agreement of purchase and sale and joint
instructions dated September 30, 1996 between
Macerich Rimrock Limited Partnership and Billings
Associates, a Montana Limited Partnership, as amended
2.2 Purchase and Sale Agreement dated September 30,
1996 between Macerich Vintage Faire Limited Partnership,
a California limited partnership and Vintage Faire
Associates, a California general partnership, as amended.
*It is impracticable to provide the required financial statements and
pro forma financial information regarding the acquisition of Rimrock Mall
and Vintage Faire Mall at this time. The required financial statements
and pro forma financial information will be filed under cover of Form 8-
K/A as soon as possible, but not later than 60 days after the date on
which this Current Report on Form 8-K must be filed.
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SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of
1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Santa
Monica, State of California, on December 11, 1996.
THE MACERICH COMPANY
By: /s/THOMAS O'HERN
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Thomas O'Hern
Senior Vice President
and Chief Financial Officer
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Exhibit Index
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Exhibit No. Document Page
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2.1 Agreement of purchase and sale and joint
instructions dated September 30, 1996 between
Macerich Rimrock Limited Partnership and Billings
Associates, a Montana Limited Partnership, as amended
2.2 Purchase and Sale Agreement dated September 30,
1996 between Macerich Vintage Faire Limited Partnership,
a California limited partnership and Vintage Faire
Associates, a California general partnership, as amended.
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