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, 1999
(February 18, 1999)
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.)
401 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
N/A
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(Former Name or Former Address, if Changed Since Last Report)
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On February 18, 1999, The Macerich Partnership, L.P. ("Macerich
Partnership") and Ontario Teachers' Pension Plan Board ("Ontario") acquired a
100% interest in three regional malls: Washington Square Shopping Center
(Tigard, OR), Kitsap Mall (Silverdale, WA), Cascade Mall (Burlington, WA), the
retail component of one mixed-use development (Redmond Towne Center) (Redmond,
WA) and five contiguous properties through an asset sale. Macerich Partnership
and Ontario acquired these properties through Pacific Premier Retail Trust, a
real estate investment trust owned 51% by Macerich Partnership and 49% by
Ontario. Two non-contiguous community centers were also acquired in this
transaction by an affiliate of Macerich Partnership and Ontario. The Macerich
Company is the sole general partner of, and owns a 78% interest in, Macerich
Partnership.
These properties comprise approximately 3.2 million square feet and
were part of the first phase of a two phase acquisition of properties from
various Safeco Corporation entities (collectively, the "Seller"). The assets
acquired include, among other things, real property, the buildings and
improvements located thereon, certain lease interests, tangible and intangible
personal property and rights related thereto. A 50% interest in Oxmoor Center,
Louisville, Kentucky, which was subject to a right of first refusal, will not be
acquired by Macerich Partnership and Ontario.
The purchase price for the first phase acquisition was approximately
$427 million, and was determined in good faith, arms length negotiations between
Macerich Partnership, Ontario and the Seller. Concurrent with the first phase
closing, a ten-year $120 million loan with an interest rate of 6.7% was placed
on Washington Square Shopping Center. In addition, $140.4 million of financing
from an affiliate of the Seller was provided, with $109.8 million bearing
interest at 6.5% and maturing from 12 to 17 years and $30.6 million bearing
interest at 6.5% and maturing in one year. Also, a $39.4 million loan was
assumed from a third party lender. The balance of the purchase price was paid
in cash. Macerich Partnership funded its share of the cash component of the
purchase price with the proceeds from its recent refinancing of Queens Center in
Queens, New York and South Plains Mall in Lubbock, Texas and borrowings under
Macerich Partnership's line of credit.
In negotiating the purchase price, Macerich Partnership and Ontario
considered, among other factors, the historical and projected cash flow of the
properties, the nature and term of existing tenancies and leases, the current
operating costs, the expansion availability, the physical condition of the
properties, and the terms and conditions of available financing. Macerich
Partnership and Ontario obtained no independent appraisals. Macerich
Partnership and Ontario intend to continue operating the properties as currently
operated and leasing the space therein to national and local retailers.
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The second phase of the transaction consists of the acquisition of the
office component of Redmond Town Center for a purchase price of approximately
$115 million. The closing of the second phase is expected to occur in May of
1999.
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 and Sale Agreement which is filed as Exhibit 2.1 hereto.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
a. Financial Statements of Business Acquired*
b. Pro Forma Financial Statements*
c. Exhibits
2.1 Purchase and Sale Agreement by and between Washington Square, Inc., Kitsap
Associates Limited Partnership, Winmar Cascade, Inc., Winmar Oregon, Inc.,
Winmar of Kitsap, Inc., SCIT, Inc., Town Center Associates and Winmar
Company, Inc., as Sellers, and The Macerich Partnership, L.P. and Ontario
Teachers' Pension Plan Board, as Purchaser dated as of December 11, 1998.
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*It is impracticable to provide the required financial statements and pro forma
financial information regarding the acquisition of the properties with this
report. The required financial statements and pro forma financial information
will be filed under cover of Form 8-K/A as soon as possible, but no 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, 1999.
THE MACERICH COMPANY
By: /s/Thomas O'Hern
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Thomas O'Hern
Executive Vice President and
Chief Financial Officer
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EXHIBIT INDEX
Exhibit No. Document Page
2.1 Purchase and Sale Agreement by and between Washington
Square, Inc., Kitsap Associates Limited Partnership,
Winmar Cascade, Inc., Winmar Oregon, Inc., Winmar
of Kitsap, Inc., SCIT, Inc., Town Center Associates
and Winmar Company, Inc., as Sellers, and The Macerich
Partnership, L.P. and Ontario Teachers' Pension Plan
Board, as Purchaser dated as of December 11, 1998.
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