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) March
4, 1998 (February 27, 1998)
THE MACERICH COMPANY
(Exact Name of Registrant as Specified in Charter)
Maryland 1-12504 95-4448705
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
401 Wilshire Boulevard, Suite 700, Santa Monica, CA 90401
(Address of Principal Executive Offices)
Registrant's telephone number, including area code (310) 394-6911)
N/A
(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 February 27, 1998, SDG Macerich Properties, L.P., a 50/50
joint venture of a majority owned subsidiary of The Macerich Company (the
"Registrant"), and a majority owned subsidiary of the Simon DeBartolo Group,
Inc., acquired twelve regional malls ("the portfolio") from The Equitable Life
Assurance Society of the United States ("the Seller"). The portfolio contains
approximately 10.7 million square feet of gross leasable area.
The purchase price was $974.5 million (including the
assumption of $485 million of debt), and was determined in good faith arms
length negotiations between the Registrant, Simon DeBartolo Group, Inc. and the
Seller. In negotiating the purchase price the Registrant considered, among other
factors, the mall's 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 Registrant funded its half of the acquisition price, less
its prorata share of debt, with proceeds of $100 million from a convertible
preferred stock sale in a private placement, proceeds totaling $75.6 million
from the sale of common stock to two REIT unit trusts, and the balance from the
Registrant's line of credit.
An affiliate of the Registrant will handle the management and
leasing of Empire Mall, Lindale Mall, Mesa Mall, Rushmore Mall, Southern Hills
Mall and SouthRidge Mall. An affiliate of the Simon DeBartolo Group, Inc. will
have management and leasing responsibility for Eastland Mall, Granite Run Mall,
Lake Square Mall, NorthPark Mall, SouthPark Mall and Valley Mall. SDG Macerich
Properties, L.P. intends to continue operating the malls as currently operated
and leasing the space therein to national and local retailers.
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 Agreement which is filed as Exhibit 2.1 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 Purchase and Sale Agreement dated December 12, 1997 between The Equitable
Life Assurance Society of the United States and SM Portfolio Partners,
predecessor in interest to SDG Macerich Properties, L.P.
*It is impracticable to provide the required financial statements and pro
forma financial information regarding the acquisition of the twelve
regional malls. 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 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 March 4, 1998.
THE MACERICH COMPANY
By: /s/Thomas E. O'Hern
Thomas E. O'Hern
Senior Vice President and
Chief Financial Officer
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EXHIBIT INDEX
Exhibit No. Document Page
2.1 Purchase and Sale Agreement dated
December 12, 1997 between The Equitable
Life Assurance Society of the United States
and SM Portfolio Partners, predecessor in
interest to SDG Macerich Properties, L.P.
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