Macerich Co – ‘8-K’ for 11/20/98

As of:  Friday, 11/13/98   ·   For:  11/20/98   ·   Accession #:  898822-98-1027   ·   File #:  1-12504

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Current Report   —   Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report                                         4     13K 
 2: EX-3.(II)   Amended and Restated By-Laws                          17     68K 
 3: EX-4        Rights Agreement                                      72    200K 
 4: EX-99       Press Release                                          3     11K 

8-K   —   Current Report
Document Table of Contents

8-K
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------   

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  

8-K
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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.             

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 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.                                            

3 

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘8-K’ Filing		Date		First		Last			Other Filings
		11/23/98		2
For Period End:		11/20/98
		11/16/98							10-Q
Filed on:		11/13/98		3					8-A12B
		11/11/98		2		4
		11/10/98		1		4			8-K/A
									List all Filings

5 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 2/26/24  Macerich Co.                      10-K       12/31/23  129:15M
 2/24/23  Macerich Co.                      10-K       12/31/22  129:16M
 2/25/22  Macerich Co.                      10-K       12/31/21  131:16M
 2/24/21  Macerich Co.                      10-K       12/31/20  132:17M
 8/05/20  Macerich Co.                      S-3ASR      8/05/20    7:1.3M                                   Donnelley … Solutions/FA