<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section240.14a-11(c) or
Section240.14a-12
THE MACERICH COMPANY
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ No fee required.
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11.
(1) Title of each class of securities to which transaction applies:
-----------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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<PAGE>
[LOGO]
[LOGO]
April 23, 1998
Dear Stockholder:
You are cordially invited to attend our Annual Meeting of Stockholders, to
be held on Friday, May 29, 1998 at 9:00 a.m. at the Miramar Sheraton Hotel, 101
Wilshire Boulevard, Santa Monica, California.
The enclosed Notice and Proxy Statement contain details concerning the
matters to be considered during the Annual Meeting. At the Annual Meeting you
will be asked to elect three directors to each serve a three-year term and
ratify the appointment of Coopers & Lybrand LLP as the Company's independent
accountants. You will note that the Board of Directors of the Company recommends
a vote "FOR" the election of each of the three directors, and "FOR" the
ratification of the appointment of Coopers & Lybrand LLP. Please complete, sign
and return your Proxy Card in the enclosed envelope at your earliest convenience
to assure that your shares will be represented and voted at the Annual Meeting
even if you cannot attend.
We look forward to seeing you at the Annual Meeting and thank you for your
support.
[SIG]
Mace Siegel
CHAIRMAN OF THE BOARD
[SIG]
Arthur Coppola
PRESIDENT AND CHIEF EXECUTIVE OFFICER
<PAGE>
THE MACERICH COMPANY
401 WILSHIRE BOULEVARD
NO. 700
SANTA MONICA, CALIFORNIA 90401
------------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 29, 1998
------------------------
NOTICE IS HEREBY GIVEN that the 1998 Annual Meeting of Stockholders (the
"Annual Meeting") of The Macerich Company (the "Company") will be held on
Friday, May 29, 1998 at 9:00 a.m. at the Miramar Sheraton Hotel, 101 Wilshire
Boulevard, Santa Monica, California, for the following purposes described in
this Notice and Proxy Statement:
(1) To elect three members of the Board of Directors, each to serve for a
three-year term;
(2) To ratify the appointment by the Board of Directors of Coopers & Lybrand
LLP as independent accountants for the Company for the year ending
December 31, 1998; and
(3) To consider and act upon any other matter that may properly be brought
before the Annual Meeting and at any adjournment or postponement thereof.
Any action may be taken on the foregoing matters at the Annual Meeting on
the date specified above, or on any date or dates to which, by original or later
action, the Annual Meeting may be adjourned or postponed.
The Board of Directors has fixed the close of business on April 15, 1998 as
the record date for determining the stockholders entitled to notice of and to
vote at the Annual Meeting and at any adjournment or postponement thereof. Only
stockholders of record of the Company's common stock, $.01 par value per share,
at the close of business on that date will be entitled to notice of and to vote
at the Annual Meeting and at any adjournment or postponement thereof.
You are requested to complete and sign the enclosed form of proxy, which is
being solicited by the Board of Directors, and to mail it promptly in the
enclosed postage-prepaid envelope. Any proxy may be revoked by delivery of a
later dated proxy or by written notice of revocation. In addition, stockholders
of record who attend the Annual Meeting may vote in person, even if they have
previously delivered a signed proxy.
By Order of the Board of Directors
[SIG]
Richard A. Bayer
SECRETARY
Santa Monica, California
April 23, 1998
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, PLEASE COMPLETE, SIGN, DATE
AND PROMPTLY RETURN THE ENCLOSED PROXY CARD IN THE POSTAGE-PREPAID ENVELOPE
PROVIDED. IF YOU ATTEND THE ANNUAL MEETING, YOU MAY VOTE IN PERSON IF YOU WISH,
EVEN IF YOU HAVE PREVIOUSLY RETURNED YOUR PROXY CARD.
<PAGE>
THE MACERICH COMPANY
401 WILSHIRE BOULEVARD
NO. 700
SANTA MONICA, CALIFORNIA 90401
------------------------
PROXY STATEMENT
FOR 1998 ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 29, 1998
------------------------
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of The Macerich Company, a Maryland
corporation (the "Company"), for use at the 1998 Annual Meeting of Stockholders
of the Company to be held on Friday, May 29, 1998 at 9:00 a.m., and at any
adjournment or postponement thereof (the "Annual Meeting").
This Proxy Statement and the accompanying Notice of Annual Meeting and Proxy
Card are first being sent to stockholders on or about April 23, 1998. The Board
of Directors has fixed the close of business on April 15, 1998 as the record
date for the determination of stockholders entitled to notice of and to vote at
the Annual Meeting (the "Record Date"). Only stockholders of record of the
Company's common stock, $.01 par value per share (the "Common Stock"), at the
close of business on the Record Date will be entitled to notice of and to vote
at the Annual Meeting. The Common Stock constitutes the only class of securities
of the Company authorized to vote. As of the Record Date, there were 28,904,881
shares of Common Stock outstanding and entitled to vote at the Annual Meeting.
Holders of Common Stock outstanding as of the close of business on the Record
Date will be entitled to one vote for each share held by them. Under the
Company's charter and applicable law, a stockholder is not entitled to cumulate
his or her votes in the election of directors.
The presence, in person or by proxy, of holders entitled to cast at least a
majority of all the votes entitled to be cast is necessary to constitute a
quorum for the transaction of business at the Annual Meeting. Assuming the
presence of a quorum, the three director nominees receiving the highest number
of votes cast at the Annual Meeting will be elected, and the affirmative vote of
a majority of all of the votes cast at the Annual Meeting will be required for
the ratification of the appointment of Coopers & Lybrand LLP to serve as the
Company's independent accountants. Under Maryland law, abstentions and broker
"non-votes" (i.e., proxies from brokers or nominees that disclaim their
authority to vote such shares on a particular matter) will count toward the
presence of a quorum. Although abstentions in respect of a particular matter are
treated as present and entitled to vote at the Annual Meeting, broker
"non-votes" are treated as present but not entitled to vote. Neither broker
non-votes nor abstentions, however, are counted as votes cast.
STOCKHOLDERS OF THE COMPANY ARE REQUESTED TO COMPLETE, SIGN, DATE AND
PROMPTLY RETURN THE ACCOMPANYING PROXY CARD IN THE ENCLOSED POSTAGE PREPAID
ENVELOPE. SHARES REPRESENTED BY A PROPERLY EXECUTED PROXY RECEIVED PRIOR TO THE
VOTE AT THE ANNUAL MEETING AND NOT REVOKED WILL BE VOTED AT THE ANNUAL MEETING
AS DIRECTED IN THE PROXY. IF A PROPERLY EXECUTED PROXY IS SUBMITTED AND NO OTHER
INSTRUCTIONS ARE GIVEN, THE PROXY WILL BE VOTED FOR THE ELECTION OF EACH OF THE
NOMINEES FOR DIRECTOR, AND FOR THE RATIFICATION OF THE APPOINTMENT OF THE
COMPANY'S INDEPENDENT ACCOUNTANTS. THE HOLDERS OF THE PROXY WILL ALSO HAVE
AUTHORITY TO VOTE ON OTHER MATTERS THAT MAY BE PROPERLY BROUGHT BEFORE THE
ANNUAL MEETING OR THAT MAY BE INCIDENT TO THE CONDUCT THEREOF. IT IS NOT
ANTICIPATED THAT ANY MATTER OTHER THAN THOSE SET FORTH IN THE PROXY STATEMENT
WILL BE PRESENTED AT THE ANNUAL MEETING. IF OTHER MATTERS ARE PRESENTED, PROXIES
WILL BE VOTED IN ACCORDANCE WITH THE DISCRETION OF THE PROXY HOLDERS.
A stockholder of record may revoke a proxy at any time before it has been
exercised by filing a written revocation with the Secretary of the Company at
the address of the Company set forth above, by filing a duly executed proxy
bearing a later date, or by appearing in person and voting by ballot at the
Annual
<PAGE>
Meeting. Any stockholder of record as of the Record Date attending the Annual
Meeting may vote in person whether or not a proxy has been previously given, but
the presence (without further action) of a stockholder at the Annual Meeting
will not constitute revocation of a previously given proxy.
The Company's 1997 Annual Report, including financial statements for the
fiscal year ended December 31, 1997, was mailed to stockholders on or about
April 14, 1998. The Annual Report, however, is not part of the proxy
solicitation material.
PROPOSAL 1: ELECTION OF DIRECTORS
The Board of Directors is divided into three classes with each class
constituting one-third of the total number of directors. Each class serves a
three-year term. The present term for the Class One directors expires at the
Annual Meeting, and the present terms for the Class Two and Class Three
directors expire at the annual meetings of stockholders to be held in 1999 and
2000, respectively. Each director holds such office until his or her successor
is duly elected and qualified.
The three Class One directors are to be elected at the Annual Meeting to
hold office until the annual meeting of stockholders in 2001 and until their
respective successors are duly elected and qualified. The Board of Directors has
nominated Edward C. Coppola, Fred S. Hubbell and Dr. William P. Sexton to
continue to serve as Class One directors of the Company (the "Nominees"). Each
of the Nominees is currently serving as a director of the Company. The Board of
Directors anticipates that each of the Nominees will serve, if elected, as a
director. However, if any person nominated by the Board of Directors is unable
to serve, the proxy confers upon the holders thereof discretionary authority to
vote for the election of such other person or persons as the Board of Directors
may recommend.
The Board of Directors will consider a nominee for election to the Board of
Directors recommended by a stockholder of record if the stockholder submits the
nomination in compliance with the requirements of the Company's Bylaws. See
"Other Matters--Stockholder Proposals" for a summary of these requirements.
Assuming the presence of a quorum, the three director nominees receiving the
highest number of votes cast at the Annual Meeting will be elected.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF EACH OF THE
NOMINEES. PROXIES RECEIVED WILL BE VOTED FOR EACH OF THE NOMINEES UNLESS
STOCKHOLDERS SPECIFY OTHERWISE IN THE PROXY.
2
<PAGE>
INFORMATION REGARDING NOMINEES AND DIRECTORS
The following table and biographical descriptions set forth certain
information with respect to the directors of the Company (including the
Nominees), each of whom has served continuously since elected, based on
information furnished to the Company by each such director. The following
information is as of April 15, 1998, unless otherwise specified.
<TABLE>
<CAPTION>
AMOUNT
AND
AMOUNT AND NATURE OF
NATURE OF BENEFICIAL
BENEFICIAL PERCENT OWNERSHIP PERCENT
DIRECTOR OWNERSHIP OF OF OF OP OF
NAME AGE SINCE COMMON STOCK(1) CLASS(2) UNITS(1)(3) CLASS(4)
- ---------------------------------------- --- ----------- ------------------- ----------- ------------ -----------
<S> <C> <C> <C> <C> <C> <C>
NOMINEES
Class One:
Edward C. Coppola(5).................... 43 1994 263,590(6)(7)(8) * 841,368 3.71%
Fred S. Hubbell......................... 46 1994 22,286(9)(10)(11) * -- *
Dr. William P. Sexton................... 60 1994 12,286(9)(12) * -- *
CONTINUING DIRECTORS
Class Two:
Dana K. Anderson........................ 63 1994 111,608(13)(14)(15) * 1,332,632(16) 4.78%
Theodore S. Hochstim.................... 70 1994 13,286(9)(17) * -- *
Stanley A. Moore........................ 59 1994 22,286(9)(12) * -- *
Class Three:
Arthur M. Coppola(5).................... 46 1994 351,769(18)(19)(20) 1.22% 1,443,316 5.91%
James S. Cownie......................... 53 1994 121,483(9)(12)(21) * -- *
Mace Siegel............................. 72 1994 180,525(22)(23) * 3,514,316(24) 11.38%
</TABLE>
- ------------------------
* The percentage of shares beneficially owned by this director does not
exceed one percent of the Company's Common Stock.
(1) Except as provided under applicable state marital property laws or as
otherwise noted, each individual in the table above has sole voting and
investment power over the shares of Common Stock or OP Units (as defined in
footnote 3 below) listed.
(2) Assumes that none of the outstanding OP Units are redeemed for shares of
Common Stock.
(3) The Company is the sole general partner of, and owns an aggregate of 72.9%
of the common and preferred ownership interests ("OP Units") in, The
Macerich Partnership, L.P., a Delaware limited partnership (the "Operating
Partnership"). The Operating Partnership holds directly or indirectly
substantially all of the Company's interests in certain regional and
community shopping centers (the "Centers"). In connection with the
formation of the Company and the Operating Partnership, as well as
subsequent acquisitions of certain Centers, OP Units were issued to certain
persons in connection with the transfer of their interests in certain
Centers. The OP Units are redeemable for cash or, at the election of the
Company, shares of Common Stock.
(4) Assumes that all OP Units held by the person are redeemed for shares of
Common Stock and that none of the OP Units held by other persons are
redeemed for shares of Common Stock, notwithstanding the percentage
limitations under the Company's charter that limit the number of shares
that may be acquired by such person.
(5) Edward Coppola and Arthur Coppola are brothers.
(6) Includes 188,334 shares subject to options granted to Mr. E. Coppola under
the Company's Amended and Restated 1994 Incentive Plan (the "Incentive
Plan") that are currently exercisable or exercisable within 60 days after
the Record Date.
3
<PAGE>
(7) Includes 12,500 shares held by E.C. Coppola Family Limited Partnership (an
entity controlled by Mr. E. Coppola) and 1,500 shares held by Mr. E.
Coppola as custodian for his minor children.
(8) Includes 29,971 shares of restricted stock granted to Mr. E. Coppola under
the terms of the Incentive Plan.
(9) Includes 6,786 phantom stock units credited to this director under the
terms of the Company's Eligible Directors' Deferred Compensation/Phantom
Stock Plan (the "Director Phantom Stock Plan").
(10) Includes 900 shares held in trust by Mr. Hubbell as trustee. Also includes
4,000 shares held by his wife as to which Mr. Hubbell has neither voting
or investment power and disclaims any beneficial ownership.
(11) Includes 1,000 shares subject to options granted to Mr. Hubbell under the
1994 Eligible Directors' Stock Option Plan (the "Director Plan") which are
currently exercisable or exercisable within 60 days after the Record Date.
(12) Includes 5,500 shares subject to options granted to this director under
the Director Plan which are currently exercisable or exercisable within 60
days after the Record Date.
(13) Includes 1,000 shares held in trust by Mr. Anderson as trustee for the
benefit of Mr. Anderson and his wife.
(14) Includes 92,544 shares subject to options granted to Mr. Anderson under
the Incentive Plan that are currently exercisable or exercisable within 60
days after the Record Date.
(15) Includes 1,800 shares of restricted stock granted to Mr. Anderson under
the terms of the Incentive Plan.
(16) All 1,332,632 OP Units are held by Mr. Anderson as trustee of the Anderson
Family Trust for the benefit of Mr. Anderson and his wife.
(17) Includes 3,500 shares subject to options granted to Mr. Hochstim under the
Director Plan which are currently exercisable or exercisable within 60
days after the Record Date.
(18) Includes 500 shares held by Mr. A. Coppola as custodian for his minor son.
(19) Includes 44,994 shares of restricted stock granted to Mr. A. Coppola under
the terms of the Incentive Plan.
(20) Includes 200,000 shares subject to options granted to Mr. A. Coppola under
the Incentive Plan that are currently exercisable or exercisable within 60
days after the Record Date.
(21) Includes 13,672 shares held in trust for the benefit of Mr. Cownie's
dependent children and 5,525 shares owned by Mr. Cownie's spouse or held
by Mr. Cownie's spouse as custodian for legal wards as to which shares Mr.
Cownie, in each case, has neither voting or investment power. Mr. Cownie
disclaims beneficial ownership of all of the shares described in this
footnote.
(22) Includes 42,700 shares held by Mr. Siegel's wife and 31,900 shares held by
his adult daughter residing at his home as to which Mr. Siegel has neither
voting or investment power and disclaims any beneficial ownership.
(23) Includes 100,000 shares subject to options granted to Mr. Siegel under the
Incentive Plan that are currently exercisable or exercisable within 60
days after the Record Date.
(24) Includes 1,295,421 OP Units owned by Mr. Siegel's spouse as to which Mr.
Siegel has neither voting or investment power and disclaims any beneficial
ownership.
4
<PAGE>
The Company was formed on September 9, 1993 to continue the business of The
Macerich Group, which had been engaged in the shopping center business since
1965. The principals of The Macerich Group consisted of Mace Siegel, Arthur
Coppola, Dana Anderson, Edward Coppola, Richard Cohen and certain of their
family members, relatives and business associates. The Company conducts all of
its business through the Operating Partnership, the property partnerships and
limited liability companies that own title to the shopping centers (the
"Property Partnerships") and three management companies, Macerich Property
Management Company, Macerich Management Company and Macerich Manhattan
Management Company (collectively, the "Management Companies"). The Management
Companies provide property management, leasing and other related services to the
Company's properties. The Operating Partnership owns 100% of the non-voting
preferred stock of each of Macerich Property Management Company and Macerich
Management Company, and all of the common stock of each such company is owned by
Messrs. Siegel, A. Coppola, Anderson and E. Coppola (the "Principals"). Macerich
Manhattan Management Company is a wholly owned subsidiary of Macerich Management
Company. See "Certain Transactions."
The following provides certain biographical information with respect to all
directors of the Company, including the Nominees.
Dana K. Anderson has been Vice Chairman of the Board of Directors since its
formation. In addition, Mr. Anderson served as Chief Operating Officer of the
Company from its formation until December 1997. Mr. Anderson has been with The
Macerich Group since 1966. He has 32 years of shopping center experience with
The Macerich Group and the Company and 37 years of experience in the real estate
industry. Mr. Anderson is a member of the Board of Directors of Alvamar
Development Corp., a real estate development company, and Goodrich 560 Corp., an
owner/operator of office buildings.
Arthur M. Coppola has been President and Chief Executive Officer of the
Company since its formation. Mr. Coppola has 22 years of experience in the
shopping center industry, all of which has been with The Macerich Group and the
Company. Mr. Coppola is also an attorney and a certified public accountant.
Edward C. Coppola has been the Executive Vice President and Director of
Acquisitions of the Company since its formation. He has 20 years of shopping
center experience with The Macerich Group and the Company. Mr. Coppola is also
an attorney.
James S. Cownie, currently a private investor, was the former Chairman of
New Heritage Associates, a cable television operator with cable properties
located in the Minneapolis/St. Paul, Minnesota area from 1991 to 1996. Prior to
that, Mr. Cownie was Co-Founder and President of Heritage Communications, Inc.,
a cable television operator serving 22 states, from 1971 to 1990. Mr. Cownie is
a member of the Board of Directors of Da-Lite Screen Company, a manufacturer of
audio-visual equipment; MARKETLINK, INC., a cable telemarketing firm; National
By-Products, Inc., a converter of animal byproducts; and Conifer Corp., a
telecommunications equipment manufacturer.
Theodore S. Hochstim has been a self-employed real estate consultant for
various department store companies and major shopping center owners since 1983.
Previously, Mr. Hochstim was employed as a real estate executive by Sears
Roebuck & Co. from 1967 to 1977 and by Federated Department Stores from 1977 to
1983. Mr. Hochstim currently serves on the Board of Directors and Audit
Committee of Brown Brothers Harriman Trust Company of Texas, a trust company
located in Dallas, Texas. Mr. Hochstim is also an attorney and a member of the
Bar of New York and Texas.
Fred S. Hubbell is President and Chief Executive Officer of the United
States Life and Annuities Operations for ING Group, a banking, insurance and
asset management company, and has served in such position since October 1997.
Mr. Hubbell is also a Director of ING Americas Holdings Corp. Mr. Hubbell was
formerly Chairman, President and Chief Executive Officer of Equitable of Iowa
Companies, an insurance holding company, serving in his position as Chairman
from May 1993 to October 1997, and as
5
<PAGE>
President and Chief Executive Officer from May 1989 to October 1997. Mr. Hubbell
served in various capacities with Equitable of Iowa Companies since 1983, in
addition to serving as Chairman of Younker's, a department store chain and
subsidiary of Equitable of Iowa Companies, from 1985 until 1992 when the retail
subsidiary was sold. Mr. Hubbell also currently serves on the Board of Directors
and Compensation Committee of Pioneer Hi-Bred International, Inc., a supplier of
agricultural genetics. Mr. Hubbell is also an attorney.
Stanley A. Moore is Chief Executive Officer of Overton, Moore & Associates,
Inc., which constructs, owns and manages office, industrial and mixed-use space
and has served in such position since 1973. Mr. Moore also has been a director
of Overton, Moore & Associates, Inc. since 1973. Mr. Moore is past president of
the Southern California Chapter of the National Association of Industrial and
Office Parks, and is a board member of the Economic Resources Corporation of
South Central Los Angeles.
Dr. William P. Sexton is Vice President, University Relations of the
University of Notre Dame and has served in such position since 1983. Dr. Sexton
is also a Full Professor in the Management Department and teaches in the
University's Executive MBA Program. Dr. Sexton has been employed as a professor
in the Management Department of the Business School at Notre Dame since 1966.
Mace Siegel has been Chairman of the Board of Directors of the Company since
its formation. Mr. Siegel founded The Macerich Group in 1965 and has 45 years of
experience in the shopping center business.
THE BOARD OF DIRECTORS AND ITS COMMITTEES
BOARD OF DIRECTORS. The Company is managed by a Board of Directors composed
of nine members, a majority of whom are independent of the Company's management.
The Board of Directors met six times in 1997. Each of the directors attended at
least 75% of the total number of meetings of the Board of Directors and of each
committee on which he served during the year.
EXECUTIVE COMMITTEE. The Executive Committee of the Board of Directors
consists of Messrs. Moore, Siegel and A. Coppola and has such authority as is
delegated by the Board of Directors, including authority to negotiate and
implement acquisitions and to execute certain contracts and agreements with
unaffiliated third parties. The primary purposes of the Executive Committee are
(i) to exercise, during intervals between meetings of the Board of Directors and
subject to certain limitations, all of the powers of the full Board of
Directors, (ii) to monitor and advise the Board of Directors on strategic
business planning for the Company, and (iii) to deal with matters relating to
the directors of the Company. The Executive Committee did not meet during 1997.
AUDIT COMMITTEE. The Board's Audit Committee consists of Messrs. Hochstim
and Hubbell, neither of whom is an officer or employee of the Company. The Audit
Committee makes recommendations concerning the engagement of independent public
accountants, reviews with the independent public accountants the plans and
results of the audit engagement, approves professional services provided by the
independent public accountants, reviews the independence of the independent
public accountants, considers the range of audit and non-audit fees and reviews
the adequacy of the Company's internal accounting controls. The Audit Committee
met two times during 1997; Mr. Hochstim attended all of the meetings, and Mr.
Hubbell attended all but one of the meetings.
COMPENSATION COMMITTEE. The members of the Compensation Committee are Mr.
Cownie and Dr. Sexton, neither of whom is an officer or employee of the Company.
The Compensation Committee reviews and recommends to the Board of Directors
compensation for the Company's officers and key employees, in addition to
administering certain of the Company's employee benefit and stock plans. The
Compensation Committee met four times during 1997; both Mr. Cownie and Dr.
Sexton attended all of the meetings.
6
<PAGE>
The Board of Directors does not have a standing nominating committee. The
full Board of Directors performs the function of such a committee and will
consider nominees, if any, for election to the Board of Directors who are
recommended in accordance with the provisions of the Bylaws.
COMPENSATION OF DIRECTORS
Non-employee directors are compensated for their services according to a
standard arrangement authorized by resolution of the Board of Directors. Subject
to elections under the Director Phantom Stock Plan, each non-employee director
is entitled to an annual retainer fee of $18,000, payable in equal quarterly
installments, plus a fee of $1,000 for each Board meeting attended. Non-employee
directors attending any Committee meeting are also entitled to an additional fee
of $1,000 for each Committee meeting attended, unless the Committee meeting is
held on the day of, or on the day before or after, a meeting of the Board of
Directors. The reasonable expenses incurred by each director in connection with
the performance of the director's duties are also reimbursed by the Company. A
Board member who is also an employee of the Company will not receive
compensation for service as a director. Messrs. Siegel, A. Coppola, Anderson and
E. Coppola are the only directors who are also employees of the Company or a
subsidiary.
Pursuant to the terms of the Director Plan, each director of the Company who
is not otherwise an employee of the Company or any of its subsidiaries or
affiliates, on each December 31 commencing December 31, 1994, received and
automatically will receive an annual grant of options to purchase 1,000 shares
of Common Stock having an option price equal to 100% of the fair market value of
the Common Stock at the date of grant of such option. Under the Director Plan,
each non-employee director, upon joining the Board of Directors, will also
receive an initial grant of options to purchase 2,500 shares of Common Stock
having an option price equal to 100% of the fair market value of the Common
Stock on such date. On December 31, 1997, Messrs. Cownie, Hochstim, Hubbell and
Moore and Dr. Sexton were each granted options under the Director Plan to
purchase 1,000 shares of Common Stock at a price of $28.50 per share. These
options become fully exercisable on the date which is six months after the date
of grant. The options generally expire on the earlier of twelve months after a
termination of service or ten years after the date of grant. In addition,
pursuant to the terms of the Incentive Plan, on December 31, 1997, Messrs.
Cownie, Hochstim, Hubbell and Moore and Dr. Sexton were each granted options to
purchase 4,000 shares of Common Stock at a price of $28.50 per share. These
options become fully exercisable on the date which is six months after the date
of grant. The options generally expire on the earlier of twelve months after a
termination of service or ten years after the date of grant.
The Director Phantom Stock Plan offers eligible directors the opportunity to
defer compensation for up to three years and to receive that compensation (to
the extent that it is actually earned) in shares of Common Stock rather than in
cash after termination of service or a predetermined period. Such compensation
includes the annual retainer, regular meeting fees and special meeting fees
payable by the Company to an eligible director. Deferred amounts are credited as
stock units at the beginning of the period based on the then current market
price of the Common Stock. Stock unit balances are credited with dividend
equivalents (priced at market) and are ultimately paid out in shares on a 1:1
basis. A maximum of 250,000 shares of Common Stock may be issued in total under
the Director Phantom Stock Plan, subject to certain customary adjustments. In
1997, Messrs. Cownie, Hochstim, Hubbell and Moore and Dr. Sexton were each
credited with 317.98 dividend equivalent stock units under the Director Phantom
Stock Plan.
EXECUTIVE OFFICERS
The following table sets forth the names, ages and positions of the
executive officers of the Company, the date each became an officer of the
Company, and the number of shares of the Company's Common Stock and OP Units
beneficially owned by each of them as of April 15, 1998. Executive officers of
the
7
<PAGE>
Company serve at the pleasure of the Board of Directors. All but one of the
executive officers of the Company have employment agreements with the Company as
described below.
<TABLE>
<CAPTION>
AMOUNT AND
PERCENT NATURE OF PERCENT
AMOUNT AND NATURE OF OF BENEFICIAL OF
OFFICER BENEFICIAL OWNERSHIP CLASS OWNERSHIP OF CLASS
NAME AGE POSITION SINCE OF COMMON STOCK(1) (2) OP UNITS(1) (3)
- --------------------- --- ---------------------- --------- -------------------- ----------- ------------ ----------
<S> <C> <C> <C> <C> <C> <C> <C>
Mace Siegel.......... 72 Chairman of the Board 1993 180,525(4)(5) * 3,514,316(6) 11.38%
of Directors
Arthur M. Coppola.... 46 President and Chief 1993 351,769(7)(8)(9) 1.22% 1,443,316 5.91%
Executive Officer
Dana K. Anderson..... 63 Vice Chairman of the 1993 111,608(10)(11)(12) * 1,332,632(13) 4.78 %
Board of Directors
Edward C. Coppola.... 43 Executive Vice 1993 263,590(14)(15)(16) * 841,368 3.71 %
President and Director
of Acquisitions
Thomas E. O'Hern..... 42 Senior Vice President, 1993 105,515(17)(18)(19) * -- *
Chief Financial
Officer and
Treasurer
Richard A. Bayer..... 48 General Counsel and 1994 91,563(20)(21) * -- *
Secretary
David J. Contis...... 39 Senior Vice President 1997 74,748(22)(23)(24) * -- *
and Chief Operating
Officer
Larry E. Sidwell..... 54 Senior Vice President, 1998 73,978(25)(26) * -- *
Development
</TABLE>
- ------------------------
* The percentage of shares beneficially owned by this executive officer does
not exceed one percent of the Company's Common Stock.
(1) Except as provided under applicable state marital property laws or as
otherwise noted, each individual in the table above has sole voting and
investment power over the shares of Common Stock or OP Units listed.
(2) Assumes that none of the outstanding OP Units are redeemed for shares of
Common Stock.
(3) Assumes that all OP Units held by one person are redeemed for shares of
Common Stock and that none of the OP Units held by other persons are
redeemed for shares of Common Stock, notwithstanding the percentage
limitations under the Company's charter which limit the number of shares
that may be acquired by such person.
(4) Includes 100,000 shares subject to options granted to Mr. Siegel under the
Incentive Plan which are currently exercisable or exercisable within 60
days after the Record Date.
(5) Includes 42,700 shares held by Mr. Siegel's wife and 31,900 shares held by
his adult daughter residing at his home, as to which shares Mr. Siegel has
neither voting or investment power and disclaims any beneficial ownership.
(6) Includes 1,295,421 OP Units owned by Mr. Siegel's spouse, as to which
shares Mr. Siegel has neither voting or investment power and disclaims any
beneficial ownership.
(7) Includes 500 shares held by Mr. A. Coppola as custodian for his minor son.
(8) Includes 200,000 shares subject to options granted to Mr. A. Coppola under
the Incentive Plan that are currently exercisable or exercisable within 60
days after the Record Date.
(9) Includes 44,994 shares of restricted stock granted to Mr. A. Coppola under
the Incentive Plan.
8
<PAGE>
(10) Includes 1,000 shares held in trust by Mr. Anderson as trustee for the
benefit of Mr. Anderson and his wife.
(11) Includes 92,544 shares subject to options granted to Mr. Anderson under
the Incentive Plan that are currently exercisable or exercisable within 60
days after the Record Date.
(12) Includes 1,800 shares of restricted stock granted to Mr. Anderson under
the Incentive Plan.
(13) All 1,332,632 OP Units are held by Mr. Anderson as trustee of the Anderson
Family Trust for the benefit of Mr. Anderson and his wife.
(14) Includes 188,334 shares subject to options granted to Mr. E. Coppola under
the Incentive Plan that are currently exercisable or exercisable within 60
days after the Record Date.
(15) Includes 12,500 shares held by the E.C. Coppola Family Limited Partnership
(an entity controlled by Mr. E. Coppola) and 1500 shares held by Mr. E.
Coppola as custodian for his minor children.
(16) Includes 29,971 shares of restricted stock granted to Mr. E. Coppola under
the Incentive Plan.
(17) Includes 51,666 shares subject to options granted to Mr. O'Hern under the
Incentive Plan that are currently exercisable or exercisable within 60
days after the Record Date.
(18) Includes 1,410 shares held by Mr. O'Hern as custodian for his minor sons.
(19) Includes 10,291 shares of restricted stock granted to Mr. O'Hern under the
Incentive Plan.
(20) Includes 39,166 shares subject to options granted to Mr. Bayer under the
Incentive Plan that are currently exercisable or exercisable within 60
days after the Record Date, and 1,200 shares held by Mr. Bayer as
custodian for his minor children.
(21) Includes 8,623 shares of restricted stock granted to Mr. Bayer under the
Incentive Plan.
(22) Includes 25,000 shares subject to options granted to Mr. Contis under the
Incentive Plan that are currently exercisable or exercisable within 60
days after the Record Date.
(23) Includes 5,479 shares of restricted stock granted to Mr. Contis under the
Incentive Plan.
(24) Includes 600 shares owned by Mr. Contis' wife, and 1,100 shares held by
Mr. Contis as custodian for his minor children, as to which shares Mr.
Contis disclaims any beneficial ownership.
(25) Includes 20,000 shares subject to options granted to Mr. Sidwell under the
Incentive Plan that are currently exercisable or exercisable within 60
days after the Record Date.
(26) Includes 12,109 shares of restricted stock granted to Mr. Sidwell under
the Incentive Plan.
Biographical information concerning Messrs. Siegel, A. Coppola, Anderson and
E. Coppola is set forth under the caption "Information Regarding Nominees and
Directors."
Thomas E. O'Hern has been Senior Vice President, Chief Financial Officer and
Treasurer of the Company since July 1994. From the formation of the Company to
July 1994, Mr. O'Hern served as Senior Vice President, Chief Accounting Officer,
Treasurer and Secretary of the Company. Prior to joining The Macerich Group in
May 1993, Mr. O'Hern held the position of Chief Financial Officer with Sierra
Pacific Properties, Inc., an owner and developer of commercial real estate
(primarily retail properties), from March 1992 to May 1993. Mr. O'Hern is a
certified public accountant.
Richard A. Bayer joined the Company in May 1994, and has been General
Counsel and Secretary of the Company since July 28, 1994. Prior to joining the
Company, he was a Special Counsel in the Real Estate and Natural Resources
Department of the law firm of O'Melveny & Myers LLP for three years, after
serving as an Associate there for eight years. From 1972 to 1983, Mr. Bayer held
various professional
9
<PAGE>
positions at the University of California, San Diego, including Resident Dean of
Revelle College and Associate Dean of Students.
David J. Contis has been Senior Vice President and Chief Operating Officer
of the Company since December 1997. In addition, Mr. Contis served as Senior
Vice President/Director of Operations of the Company since May 1997. Prior to
joining the Company, Mr. Contis was employed from January 1980 to May 1997 by
various affiliates of Equity Group Investments Inc., a diversified holding
company for the real estate and corporate investments of Mr. Samuel Zell. From
1987 to 1997, Mr. Contis was employed in various capacities by Equity Properties
& Development L.P., a subsidiary of Equity Group Investments Inc. Equity
Properties & Development L.P. owned and managed a portfolio of 38 retail
properties, aggregating 20 million square feet. In 1992, Mr. Contis was named
Vice Chairman, Executive Vice President and Chief Operating Officer of Equity
Properties & Development L.P. Mr. Contis is also an attorney. Mr. Contis is a
member of the Board of Directors, Compensation Committee and Audit Committee of
Dundee Realty Corp., Toronto, Canada.
Larry E. Sidwell joined the Company in February 1997 as Senior Vice
President, Development of the Management Companies, and was appointed Senior
Vice President, Development of the Company in April 1998. He is responsible for
the Company's redevelopment and expansion activities involving anchor tenants.
Mr. Sidwell held various positions with The May Department Stores Company during
the period from April 1983 until joining the Company in 1997, including Vice
President of the Western Region, and Senior Vice President of May Realty, Inc.
Mr. Sidwell was Director of Development of C.B.L. & Associates, Inc. from
December 1981 until March 1983, and prior to that held various positions with
Sears, Roebuck and Co. during the period commencing in July 1969, including Vice
President, Development for the Western Region for Homart Development Co.
10
<PAGE>
EXECUTIVE COMPENSATION
The following table and accompanying notes show for the Chief Executive
Officer and the four next most highly compensated executive officers of the
Company, as of December 31, 1997, the aggregate indicated compensation paid by
the Company and the Management Companies to such persons during 1997, 1996 and
1995.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG TERM
COMPENSATION AWARDS
----------------------------
ANNUAL COMPENSATION(1) SECURITIES
---------------------- RESTRICTED UNDERLYING ALL OTHER
SALARY STOCK OPTIONS/ COMPENSATION
NAME AND PRINCIPAL POSITION YEAR ($)(2) BONUS($) AWARDS($)(3) SARS(#) ($)(4)
- --------------------------------------- --------- --------- ----------- --------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Mace Siegel ........................... 1997 241,200 -- -- -- 9,648
Chairman of the Board of Directors 1996 241,200 -- -- -- 9,648
1995 241,200 -- -- -- 2,800
Arthur M. Coppola ..................... 1997 350,000 -- 556,875 -- 10,473
President and Chief Executive Officer 1996 261,839 -- 243,281 150,000 10,473
1995 251,200 -- -- -- --
Dana K. Anderson ...................... 1997 250,000 -- -- -- 8,972
Vice Chairman of the Board of 1996 224,301 -- 48,656 25,000 8,972
Directors 1995 221,200 -- -- -- --
Edward C. Coppola ..................... 1997 250,000 -- 397,806 -- 12,917
Executive Vice President and Director 1996 206,455 -- 189,219 100,000 11,358
of Acquisitions 1995 201,200 -- -- 9,820
David J. Contis(5) .................... 1997 184,615 97,293(6) -- 75,000 --
Senior Vice President and Chief
Operating Officer
</TABLE>
- ------------------------
(1) The Company provides vehicle allowances to certain employees, including the
executives listed above, the value of which is not included in the table
above and which in no case exceeded the lesser of $50,000 or 10% of the
annual salary and bonus of the executive.
(2) Salary earned but deferred under the Company's deferred compensation plans
at the election of those officers is also included in such amounts. Under
split dollar life insurance arrangements with Messrs. Siegel, A. Coppola,
Anderson and E. Coppola, the Company has used some portion of the amounts
deferred to pay the component of the premium attributable to the whole life
element of a life insurance policy for each executive. The component of the
premium attributable to the term element of the policy is not paid by the
Company.
(3) Dollar amount shown equals number of shares of restricted stock granted
multiplied by the stock price on the grant date. This valuation does not
take into account the diminution in value attributable to the restrictions
applicable to the shares. The number and dollar value of shares of
restricted stock held on December 31, 1997, based on a closing price of the
Common Stock on December 31, 1997 of $28.50, were: Arthur M. Coppola--28,816
shares ($821,256); Dana K. Anderson--1,800 shares ($51,300); and Edward C.
Coppola--21,156 shares ($602,946). Restricted stock shares vest over a
five-year period, with 20% of the shares vesting on each of the first,
second, third, fourth and fifth anniversary of the grant date; except that
grants of restricted stock made to Mr. A. Coppola and Mr. E. Coppola during
1997 vest over a three-year period, with 1/3 of the shares vesting on each
of the first, second and third
11
<PAGE>
anniversary of the grant date. Dividends are paid on all shares of
restricted stock at the same rate as on unrestricted shares.
(4) Amounts shown for 1995, 1996 and 1997 include matching deferred compensation
contributions by the Company as determined by the Board of Directors
annually under certain deferred compensation plans. Amounts shown for Mr. E.
Coppola also include profit sharing contributions by the Company as
determined by the Board of Directors annually under the Company's
401K/Profit Sharing plan.
(5) Amounts shown represent compensation paid to Mr. Contis for the period of
approximately eight months since Mr. Contis began his employment with the
Company in May 1997. On an annualized basis, Mr. Contis earns a base salary
of $300,000. Mr. Contis has been Senior Vice President and Chief Operating
Officer of the Company since December 1997. He previously served as Senior
Vice President/Director of Operations since May 1997.
(6) Representing forgiveness of $73,336 of principal and $23,957 of imputed
interest (at an imputed rate of 7% per annum) during the period from May to
December 1997 pursuant to a relocation loan agreement between the Company
and Mr. Contis. See "Certain Transactions--Loans to Executive Officers."
EMPLOYMENT AND TERMINATION BENEFIT AGREEMENTS
The Company entered into employment agreements on March 16, 1994 with
Messrs. Siegel, A. Coppola, Anderson and E. Coppola which provide for various
benefits, including annual base salaries of not less than $240,000, $250,000,
$220,000 and $200,000, respectively. The agreements provide that the executive
officers serve in their positions for an initial period of five years from the
date thereof. The Company also entered into employment agreements with Mr.
O'Hern and Mr. Bayer on September 1, 1996 which provide for various benefits,
including an annual base salary of not less than $175,000 and $165,000,
respectively. Mr. O'Hern's and Mr. Bayer's agreements provide that they will
serve in their respective positions for an initial period of 2 1/2 years from
the date thereof. The Management Companies also entered into an employment
agreement with Mr. Sidwell on February 11, 1997, which provides for various
benefits, including an annual base salary of not less than $225,000. Mr.
Sidwell's agreement provides that he will serve in his position for an initial
period of 5 years from the date thereof. All of the agreements also provide for
automatic one-year extensions when one year of the term, as extended, remains.
The agreements provide for various payments to the executive officer or his
beneficiaries in the event of his death, disability or termination or a change
in control. In the event of death or disability, during the remainder of the
term of the agreement, the Company will continue to pay the executive or
beneficiaries, as applicable, the executive's annual base salary at the same
time and in the same manner as if he had continued to perform services under the
agreement. In addition, the executive or his surviving spouse is entitled to
receive the same level of health insurance provided to other executives of the
Company. If the executive's employment is terminated by the Company for cause,
the agreement terminates without further obligation to the executive except for
(i) payment in cash within 30 days of the termination date of an amount equal to
the executive's annual base salary through the termination date and any accrued
vacation pay, (ii) payment of any compensation previously deferred by the
executive in accordance with the terms of the plan or agreement under which such
compensation was deferred; and (iii) payment of any amounts due pursuant to the
terms of any applicable welfare benefit plans. "Cause" means the Company, acting
in good faith based upon information known to the Company, determines that the
employee has (i) failed to perform in a material respect his obligations under
the agreement, (ii) been convicted of a felony, or (iii) committed a material
act of fraud, dishonesty or gross misconduct that is materially injurious to the
Company.
The agreements further provide that if, within two years following a change
in control, the executive officer's employment is terminated other than for
cause or he terminates his employment for "good
12
<PAGE>
reason," such executive officer will be entitled to receive by cashier's check
an amount equal to the sum of the highest annual salary in effect during the
three years preceding the change in control and the highest bonus award received
under the Incentive Plan for any calendar year prior to the change in control.
"Good reason" includes diminution in authority, reduction in compensation,
change of location or adverse modification of bonus, benefit plans or fringe
benefits. However, in no event would such termination payments exceed specified
limits under the Internal Revenue Code of 1986, as amended (the "Code"), or
include parachute payments that exceed 2.99 times the average annual taxable
compensation received by the executive officer for the five years preceding the
year in which the change in control occurs. "Change in control" means the
dissolution, liquidation, merger, consolidation, reorganization, or sale of
substantially all the assets of the Company, or the acquisition of more than 20%
of the Company's securities by any person.
In addition, the Company has established an executive officer salary
deferral plan for Messrs. Siegel, A. Coppola, Anderson and E. Coppola pursuant
to which participants are entitled to defer compensation until the earlier of a
specified date established by the participant or his death. This plan provides
that participants are at all times 100% vested in all amounts credited to their
accounts.
OPTION GRANTS
OPTION GRANTS IN FISCAL YEAR 1997. The following table sets forth the
options granted with respect to the fiscal year ended December 31, 1997 to the
Company's Chief Executive Officer and each of the four other most highly
compensated executive officers. Mr. Contis was the only such officer granted
options during the period. The Company has not granted any stock appreciation
rights.
OPTION GRANTS IN FISCAL YEAR 1997
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS POTENTIAL REALIZABLE
-------------------------------------------------------- VALUE AT ASSUMED
NUMBER OF PERCENT OF ANNUAL RATES OF STOCK
SHARES TOTAL OPTIONS PRICE APPRECIATION FOR
UNDERLYING GRANTED TO EXERCISE OR OPTION TERM(1)
OPTIONS EMPLOYEES IN BASE PRICE EXPIRATION ----------------------
NAME GRANTED(#)(2) FISCAL YEAR ($/SH)(3) DATE 5%($) 10%($)
- --------------------------------- ------------- ------------- ------------- ----------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
David J. Contis.................. 75,000 39.68% 26.75 5/6/08 1,263,938 3,189,938
</TABLE>
- ------------------------
(1) The amounts under the columns labeled "5%" and "10%" are included pursuant
to certain rules promulgated by the commission and are not intended to
forecast future appreciation, if any, in the price of the Company's Common
Stock. Such amounts are based on the assumption that the named persons hold
the options granted for their full ten-year term. The actual value of the
options will vary in accordance with the market price of the Company's
Common Stock. The actual value, if any, an optionee will realize upon
exercise of an option will depend on the excess of the market value of the
Company's Common Stock over the exercise price on the date the option is
exercised.
(2) Stock options were granted under the Incentive Plan on May 6, 1997 with an
exercise price equal to $26.75 per share, for a term (subject to earlier
termination following a termination of employment or change in control) of
ten years, and exercisable no earlier than the first anniversary of the date
of grant. The options vest in three equal annual installments. Options under
the Incentive Plan may result in payments following the resignation or other
termination of employment with the Company or as a result of a change in
control. Vested options under the Incentive Plan generally must be exercised
within a period of twelve months following a termination by reason of death
or disability, and three months following a termination for other reasons
except for cause, unless the Compensation Committee otherwise provides. The
Incentive Plan permits the Compensation Committee, which administers the
Incentive Plan, to accelerate, extend or otherwise modify benefits payable
under the applicable
13
<PAGE>
awards in various circumstances as the Compensation Committee shall
determine, including a change in control, but an option will not be
accelerated to a date less than six months after its grant date.
(3) The exercise price may be paid in any combination of cash, promissory notes
and shares of Common Stock or pursuant to certain cashless exercise
procedures, in each case as permitted under the Incentive Plan. In addition,
holders may be permitted to offset or surrender shares or deliver already
owned shares in satisfaction of applicable tax withholding requirements.
OPTION EXERCISES AND YEAR-END HOLDINGS. The following table sets forth
information regarding the number and value of options held at the end of the
1997 by the Company's Chief Executive Officer and four other most highly
compensated executive officers.
FISCAL YEAR-END 1997 OPTION VALUES
<TABLE>
<CAPTION>
SECURITIES
ACQUIRED ON VALUE
NAME EXERCISE(#) REALIZED($)
- ------------------------------------------- ------------- -----------
NUMBER OF VALUE OF UNEXERCISED
SECURITIES IN-THE-MONEY OPTIONS
UNDERLYING AT FISCAL YEAR
UNEXERCISED OPTIONS END($)(1)
AT FISCAL YEAR- --------------------
END(#)
------------------- EXERCISABLE/
UNEXERCISABLE
EXERCISABLE/ --------------------
UNEXERCISABLE
-------------------
<S> <C> <C> <C> <C>
Mace Siegel................................ -- -- 100,000/0 950,000/0
Arthur M. Coppola.......................... -- -- 200,000/100,000 1,768,750/687,500
Dana K. Anderson........................... 15,789 121,417 92,544/16,667 857,294/114,586
Edward C. Coppola.......................... -- -- 183,333/66,667 1,654,164/458,336
David J. Contis............................ -- -- 0/75,000 0/131,250
</TABLE>
- ------------------------
(1) This amount represents solely the difference between the market value at
December 31, 1997 ($28.50) of those unexercised options which had an
exercise price below such market price (i.e., "in-the-money options") and
the respective exercise prices of the options. No assumptions or
representations regarding the "value" of such options are made or intended.
CERTAIN TRANSACTIONS
The following provides a description of certain relationships and related
transactions between various directors and executive officers of the Company and
the Company or its subsidiaries.
MANAGEMENT COMPANIES. All of the common stock of Macerich Property
Management Company and Macerich Management Company is owned by the Principals,
which enables the Principals to control the election of the board of directors
of each company. The Operating Partnership owns all of the non-voting preferred
stock of Macerich Property Management Company and Macerich Management Company,
which is generally entitled to dividends equal to 95% of the net cash flow of
each company. Macerich Manhattan Management Company is a wholly owned subsidiary
of Macerich Management Company.
The Management Companies provide property management, leasing and other
related services to eight community shopping centers in which Mr. Siegel has
interests. Under the terms of the applicable management agreements, the
Management Companies are reimbursed for compensation paid to on-site employees,
leasing agents and redevelopment and construction staff, and other
administrative expenses. In addition, the Management Companies earn a management
fee equal to approximately one and one-half to five percent of gross rental
revenue. Management fees earned from services provided to these community
shopping centers during the year ended December 31, 1997 were $141,646.
Pursuant to the management agreements, the Operating Partnership and certain
Property Partnerships engage the Management Companies to provide property
management, leasing and other related services to the Centers. Under the terms
of the management agreements, the Management Companies are
14
<PAGE>
reimbursed for compensation paid to on-site mall employees, leasing agents and
redevelopment and construction staff, and other administrative expenses. In
addition, the Management Companies earn a management fee typically equal to one
and one-half to five percent of gross rental revenue. Management fees paid to
the Management Companies for services provided to the Centers during the year
ended December 31, 1997 were $2,219,000.
GUARANTEES. The Principals have guaranteed mortgage loans encumbering two
Centers. The aggregate principal amount of the two loans is approximately
$23,750,000, of which approximately $15,072,000 is guaranteed by the Principals
as follows: Mr. Siegel $7,125,000; Mr. A. Coppola $1,900,000; Mr. Anderson
$3,820,000 and Mr. E. Coppola $2,227,000.
LOANS TO EXECUTIVE OFFICERS. During 1997, to encourage acquisitions of
Common Stock by certain executives, the Company made loans to Messrs. Bayer,
Contis, E. Coppola, O'Hern and Sidwell to finance their purchase of Common Stock
on the open market. Each loan was in the principal amount of $997,886, is full
recourse to the executive, has a term of ten years (unless the executive's
employment is terminated earlier, whereupon the loan must be repaid within 10
business days, subject to compliance with short-swing profit restrictions),
bears interest at a rate of 7% per annum (which is payable quarterly and has
been paid when due), and is secured by a pledge of shares of Common Stock that
were purchased by the executive. As of April 15, 1998, the outstanding balance
of each of the loans remained at $997,886.
In addition, during 1997, as part of the compensation package offered to Mr.
Contis to encourage him to accept employment with the Company, the Company made
a $550,000 relocation loan to Mr. Contis, which loan is non-interest bearing, is
due on demand in the event Mr. Contis' employment is terminated, and is forgiven
ratably over a five year term. As of April 15, 1998, the outstanding principal
balance of the loan to Mr. Contis was $449,167. See footnote 6 on page 12.
15
<PAGE>
REPORT OF THE COMPENSATION COMMITTEE
THE FOLLOWING REPORT OF THE COMPENSATION COMMITTEE AND THE STOCK PERFORMANCE
GRAPH INCLUDED IN THIS PROXY STATEMENT SHALL NOT BE DEEMED FILED UNDER THE
SECURITIES ACT OF 1933 OR THE EXCHANGE ACT EXCEPT TO THE EXTENT THE COMPANY
SPECIFICALLY INCORPORATES THIS REPORT OR THE STOCK PERFORMANCE GRAPH BY
REFERENCE THEREIN, AND SHALL NOT BE DEEMED SOLICITING MATERIAL OR OTHERWISE
DEEMED FILED UNDER EITHER OF SUCH ACTS.
THE COMPENSATION COMMITTEE. Mr. Cownie and Dr. Sexton are the two members
of the Compensation Committee (the "Committee"). The Committee reviews and
recommends to the Board of Directors compensation for the Company's officers and
key employees and administers certain of the Company's employee benefit and
stock plans, with authority to authorize awards under the Incentive Plan.
OBJECTIVES OF THE COMPANY'S EXECUTIVE COMPENSATION PROGRAM. The Company's
executive compensation program is intended to attract, retain and reward
experienced, highly motivated executives who are capable of leading the Company
effectively and continuing its growth. The Company's objective has been to
utilize a combination of cash and equity-based compensation to provide
appropriate incentives for executives to achieve the business objectives of the
Company. The Committee intends to target aggregate compensation levels at rates
that are reflective of current practices of comparable companies in the real
estate investment trust ("REIT") industry, particularly companies that own
retail malls.
ELEMENTS OF THE PROGRAM. The Company's executive compensation program
includes three principal elements, each of which is intended to serve the
overall compensation philosophy of the Company. FIRST, the executive's base
salary is intended to create a minimum level of compensation that is reasonably
competitive with other retail mall REITs. SECOND, the Company uses stock
options, restricted stock and may use other stock awards under the Incentive
Plan as a long-term incentive. The Company believes that these types of awards
are an important means to link the interests of management and stockholders and
to encourage management to adopt a longer term perspective. FINALLY, the Company
has established an incentive compensation plan for executive officers and other
senior officers and key employees under which bonuses, which may be paid in cash
or in the form of restricted stock, are awarded based upon the achievement of
individual and corporate performance goals. The objective of the incentive
compensation plan is to motivate and reward executives for performance that
benefited the Company and to recognize the contribution of its key employees.
The amount of the bonus award is based on a formula determined for each
executive by the Committee. Executive officers of the Company further
participate in certain deferred compensation plans, and four executive officers
also participate in a split dollar life insurance arrangement, to assist them in
their tax and estate planning. In addition, the executive officers are eligible
to receive other benefits such as medical and retirement benefits.
COMPETITIVE COMPENSATION COMPARISONS. In connection with its initial public
offering ("IPO") in 1994, the Company undertook a review of certain companies in
the REIT industry of comparable size and management structure selected by
management and the participating underwriters to determine reasonable and
competitive compensation levels for the Company's Chief Executive Officer and
other executive officers. The review focused on the compensation levels
established by those companies in connection with their respective initial
public offerings. Since the Company had no operating history, the initial
compensation of Arthur Coppola and the executive officers was subjectively set
by the Board of Directors within a range developed through this review process.
In 1995, the Committee commissioned FPL Associates ("FPL"), an outside
compensation consultant, to conduct a comprehensive analysis of the Company's
compensation program for key executives (the "1995 Compensation Study"). In
1996, the Committee commissioned FPL to assist the Committee in the development
of a competitive total compensation program for Mr. Coppola and the three other
most senior executive officers (the "1996 Compensation Study"). In 1997, the
Committee commissioned FPL to continue to assist the Committee in the further
development of a competitive total compensation program for all of the executive
officers and certain senior officers and other key employees. The 1995, 1996 and
1997 Compensation Studies all included
16
<PAGE>
comparisons of the Company's compensation program with the compensation programs
of similar companies in the REIT industry, including retail mall owners.
CEO COMPENSATION. Mr. Coppola's minimum base compensation, which is
specified in his employment agreement with the Company, was established in
connection with the Company's IPO in 1994. This employment agreement provides
for a minimum annual base salary equal to at least $250,000 until March 16,
1999. This base salary is reviewed by the Committee on an annual basis and is
subject to discretionary increases that generally are based on, in the
subjective judgment of the Committee, individual and corporate performance and
competitive, economic and other factors deemed relevant by the Committee. The
results of the 1996 Compensation Study disclosed that Mr. Coppola's base salary
was low compared to his peers in the REIT industry, including retail mall
owners. As a result, effective November 6, 1996, Mr. Coppola's salary was
increased to $350,000 per year. Mr. Coppola's aggregate salary for 1997 totaled
$350,000.
In addition to Mr. Coppola's base salary, as the long-term incentive
component of Mr. Coppola's compensation, in 1997 the Committee granted to Mr.
Coppola 19,816 shares of restricted stock that will vest over a 3-year period,
subject to certain conditions. For details of these grants, see the table
captioned "Summary Compensation Table" and the discussion at pages 11-12 of this
Proxy Statement. Mr. Coppola's long-term incentive compensation grants were
based upon recommendations contained in the 1996 and 1997 Compensation Studies
in order to maintain Mr. Coppola's long-term incentive compensation at a level
which is competitive to that of his peers in the REIT industry, including retail
mall owners, and were made on a basis that is consistent with the philosophy of
granting long-term incentive grants made to other executives of the Company
described elsewhere in this report.
OTHER EXECUTIVE OFFICERS. The other executive officers also received base
salary, bonus awards under the Company's incentive compensation plan, and
equity-based incentive compensation in the form of restricted stock awards in
1997. The amounts of the base salaries, bonus awards and the restricted stock
grants for the executive officers were established subjectively within the range
developed through the 1995, 1996 and 1997 Compensation Studies and the
above-described analysis of comparable compensation levels relative to each
executive officer's position with the Company. All of the named executives are
entitled to receive minimum specified annual base salaries as set forth in their
respective employment agreements with the Company. The Committee contemplates
that any annual increases will also generally be based on substantially the same
criteria that will be used for Mr. Coppola.
For all of the executive officers, the Committee considers stock options and
restricted stock grants to be important components of the compensation mix
because they provide executives with a promise of longer term rewards directly
linked to increased share values. With respect to Mr. Siegel and Mr. Anderson,
the Committee believes increases in the value of their existing holdings of
Common Stock and OP Units currently are an appropriate long-term incentive.
SECTION 162(M) ISSUES. The Commission requires that this report comment
upon the Company's policy with respect to Section 162(m) of the Code, which
limits the deductibility on the Company's tax return of compensation over $1
million to certain executive officers of the Company unless, in general, the
compensation is paid pursuant to a plan which, among other conditions, is
performance-related, non-discretionary and has been approved by the Company's
stockholders. The Committee's policy with respect to Section 162(m) is to make
reasonable efforts to ensure that compensation is deductible to the extent
permitted, while preserving the authority to pay compensation that may not be
deductible if that is considered advisable to appropriately reward Company
executives for their performance. The Company did not pay any compensation
during 1997 that would be subject to the Section 162(m) limitation.
------------------------
MEMBERS OF THE COMPENSATION COMMITTEE
James S. Cownie
Dr. William P. Sexton
17
<PAGE>
STOCK PERFORMANCE GRAPH
The following graph provides a comparison, from the Company's IPO in March
1994 through December 31, 1997, of the cumulative total stockholder return
(assuming reinvestment of dividends) of the Company, the Standard & Poor's
("S&P") 500 Index and the National Association of Real Estate Investment Trusts,
Inc. ("NAREIT") Equity REIT Total Return Index (the "NAREIT Index"), an industry
index of 175 REITs (including the Company). The NAREIT Index includes REITs with
75% or more of their gross invested book value of assets invested directly or
indirectly in the equity ownership of real estate.
The graph assumes that the shares of the Company's Common Stock were
purchased at the IPO price of $19.00 per share and that the value of the
investment in each of the Company's Common Stock and the indices was $100 at the
beginning of the period. The graph further assumes the reinvestment of
dividends. The initial period for the NAREIT Index is February 28, 1994 because
the NAREIT Index is only published monthly based on the last closing prices of
the preceding month.
Upon written request directed to the Secretary of the Company, the Company
will provide any stockholder with a list of the REITs included in the NAREIT
Index. The historical information set forth below is not necessarily indicative
of future performance. Data for the NAREIT Index and the S&P 500 Index were
provided to the Company by NAREIT and Bloomberg, respectively.
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC
<TABLE>
<CAPTION>
THE MACERICH COMPANY
<S> <C> <C> <C>
Total Return Performance
Index Value
The Macerich Company S&P 500 NAREIT All Equity REIT Index
3/9/94 100.00 100.00 100.00
12/31/94 117.60 100.62 96.91
4/30/95 112.94 113.67 96.94
8/31/95 122.10 125.28 105.69
12/31/95 119.51 138.43 111.58
4/30/96 118.26 146.01 115.08
8/31/96 136.45 148.73 125.08
12/31/96 168.92 170.07 151.43
4/30/97 170.65 185.06 148.29
8/31/97 187.86 209.03 164.65
12/31/97 196.71 226.83 182.11
</TABLE>
<TABLE>
<CAPTION>
PERIOD ENDING
----------------------------------------------------------------------------------------------------
INDEX 3/9/94 12/31/94 4/30/95 8/31/95 12/31/95 4/30/96 8/31/96 12/31/96
<S> <C> <C> <C> <C> <C> <C> <C> <C>
- ---------------------------------------
The Macerich Company 100.00 117.60 112.94 112.10 119.51 118.26 136.45 168.92
S&P 500 100.00 100.62 113.67 125.28 138.43 148.01 148.73 170.07
NAREIT All Equity REIT Index 100.00 96.91 96.94 105.69 111.58 115.08 125.08 151.43
<CAPTION>
INDEX 4/30/97 8/31/97 12/31/97
<S> <C> <C> <C>
- ----------------------------
The Macerich Company 170.85 187.86 196.71
S&P 500 185.06 209.03 226.83
NAREIT All Equity REIT Index 148.29 164.65 182.11
</TABLE>
18
<PAGE>
PRINCIPAL STOCKHOLDERS
Except as otherwise noted, the following table sets forth information as of
December 31, 1997 with respect to the only persons known by the Company to own
beneficially more than 5% of the outstanding shares of its Common Stock, based
upon Schedule 13G reports filed with the Commission, and, as of April 15, 1998,
the number of shares of the Company's Common Stock beneficially owned by its
executive officers and directors as a group. Each of the persons listed below
which has reported that it may be considered a beneficial owner of more than 5%
of the Company's outstanding shares of Common Stock has certified that, to the
best of its knowledge and belief, the shares were acquired in the ordinary
course of business and were not acquired for the purpose of and do not have the
effect of changing or influencing the control of the Company and were not
acquired in connection with or as a participant in any transaction having such
purpose or effect. The number of shares of the Company's Common Stock
beneficially owned by each director is set forth in "Information Regarding
Nominees and Directors" and by each named executive officer is set forth in
"Executive Officers."
<TABLE>
<CAPTION>
AMOUNT AND
NATURE OF
BENEFICIAL PERCENT
NAME AND ADDRESS OF BENEFICIAL OWNER OWNERSHIP OF CLASS
- ------------------------------------------------------------------------------------------ ----------- ---------
<S> <C> <C>
Cohen and Steers Capital Management, Inc.(1).............................................. 3,472,700 12.01%
757 Third Avenue
New York, New York 10017
3,336,538 11.54%
Alpha Assurances Vie Mutuelle, AXA Assurances I.A.R.D. Mutuelle, AXA Assurances Vie
Mutuelle and AXA Courtage Assurance Mutuelle, as a group (collectively, the "Mutuelles
AXA"), AXA-UAP and The Equitable Companies Incorporated (the "Equitable
Companies")(2)..........................................................................
FMR Corp.(3).............................................................................. 1,708,700 5.91%
82 Devonshire Street
Boston, Massachusetts 02109
All directors and executive officers as a group (13 persons)(4)........................... 1,444,923 5.00%
</TABLE>
- ------------------------
(1) The Schedule 13G indicates that the reporting entity is a registered
investment adviser and that the reporting entity has sole voting power with
respect to 2,950,300 of such shares and sole dispositive power with respect
to all of such shares.
(2) These entities made a joint filing on Schedule 13G indicating that the
Mutuelles AXA, as a group, AXA-UAP and the Equitable Companies were each a
parent holding company and as such were each considered the beneficial owner
of such shares. Mutuelles AXA, as a group, and AXA-UAP each expressly
declared that the filing of the Schedule 13G was not an admission that it
is, for purposes of Section 13(d) of the Exchange Act, the beneficial owner
of such shares. Certain subsidiaries of the Equitable Companies, The
Equitable Life Assurance Society of the United States ("Equitable Life") and
Alliance Capital Management L.P. ("Alliance Capital") have voting and
dispositive power with respect to these shares as follows: Equitable Life
has sole voting power with respect to none of such shares, shared voting
power with respect to 169,900 of such shares and sole dispositive power with
respect to 169,900 of such shares; and Alliance Capital has sole voting
power with respect to 490,454 of such shares shared, voting power with
respect to 2,661,768 of such shares, sole dispositive power with respect to
3,164,550 of such shares and shared dispositive power with respect to 1,588
of such shares. The address of Alpha Assurances Vie Mutuelle is 100-101
Terrasse Boieldien, 92042 Paris La Defense France. The address for AXA
Assurances I.A.R.D. Mutuelle and AXA Assurances Vie Mutuelle is 21,rue de
Chateaudun, 75009 Paris France. The address for AXA Courtage Assurance
Mutuelle is 26 rue Louis le Grand, 75002 Paris France. The address for
AXA-UAP is 23, avenue
19
<PAGE>
Matignon, 75008 Paris France. The address for the Equitable Companies is
1290 Avenue of the Americas, New York, New York 10104.
(3) The Schedule 13G indicates that the reporting entity is a parent holding
company and as such is considered the beneficial owner in the aggregate of
the shares listed in the table. The Schedule 13G also indicates that the
reporting entity has sole voting power with respect to 90,900 of such shares
and sole dispositive power with respect to all of such shares.
(4) Includes options to purchase shares under the Incentive Plan and under the
Director Plan which are currently exercisable or exercisable within 60 days
after the Record Date and phantom stock units credited to certain directors
under the Director Phantom Stock Plan.
PROPOSAL 2: RATIFICATION OF THE APPOINTMENT OF COOPERS & LYBRAND LLP
AS THE COMPANY'S INDEPENDENT ACCOUNTANTS
INDEPENDENT ACCOUNTANTS
The Board of Directors, on the recommendation of the Audit Committee, has
appointed Coopers & Lybrand LLP as independent accountants to audit the
financial statements of the Company for the year ending December 31, 1998.
Coopers & Lybrand LLP has served as the principal independent accountants for
the Company since its formation in September 1993.
If the stockholders of the Corporation do not ratify the selection of
Coopers & Lybrand LLP, or if such firm should decline to act or otherwise become
incapable of acting, or if the employment should be discontinued, the Board of
Directors, on the recommendation of the Audit Committee, will appoint substitute
independent public accountants. A representative of Coopers & Lybrand LLP will
be present at the Annual Meeting, will be given the opportunity to make a
statement if he or she so desires and will be available to respond to
appropriate questions.
Ratification of the appointment of Coopers & Lybrand LLP as the Company's
independent accountants requires the affirmative vote of a majority of all of
the votes cast at the Annual Meeting assuming the presence of a quorum.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE PROPOSAL TO RATIFY THE
APPOINTMENT OF COOPERS & LYBRAND LLP AS THE COMPANY'S INDEPENDENT ACCOUNTANTS
FOR THE YEAR ENDING DECEMBER 31, 1998. PROXIES RECEIVED WILL BE SO VOTED UNLESS
STOCKHOLDERS SPECIFY OTHERWISE IN THE PROXY.
OTHER MATTERS
SOLICITATION OF PROXIES
The cost of solicitation of proxies in the form enclosed herewith will be
paid by the Company. Solicitation will be made primarily by mail, but regular
employees of the Company, without additional remuneration, may solicit proxies
by telephone, telegram, facsimile and personal interviews. The Company will also
request persons, firms and corporations holding shares in their names or in the
names of their nominees, which are beneficially owned by others, to send proxy
materials to and obtain proxies from such beneficial owners. The Company will
reimburse such holders for their reasonable expenses.
STOCKHOLDER PROPOSALS
For a matter to be properly presented at the Annual Meeting by a
stockholder, the Secretary of the Company must have received written notice
thereof after February 27, 1998 and on or before March 29, 1998, as specified in
the Company's Bylaws.
20
<PAGE>
A stockholder proposal submitted pursuant to Exchange Act Rule 14a-8 for
inclusion in the Company's proxy statement and form of proxy for the 1999 annual
meeting of stockholders must be received by the Company by December 21, 1998.
Such a proposal must also comply with the requirements as to form and substance
established by the Commission for such proposals. A stockholder otherwise
desiring to bring discussion before an annual meeting of stockholders (including
any proposal relating to the nomination of a director to be elected to the Board
of Directors) must submit a proposal that is received at the principal executive
offices of the Company not less than 60 nor more than 90 days prior to the first
anniversary of the previous year's annual meeting. Any such proposal should be
mailed to: The Macerich Company, 401 Wilshire Boulevard, No. 700, Santa Monica,
California 90401, Attn: Secretary. Copies of the charter and Bylaws may be
obtained by providing a written request to the Secretary of the Company at that
address.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Exchange Act requires the Company's executive officers
and directors, and persons who own more than 10% of a registered class of the
Company's equity securities, to file reports of ownership and changes in
ownership with the Commission and the New York Stock Exchange. Officers,
directors and greater than 10% stockholders are required by the Commission's
regulations to furnish the Company with copies of all Section 16(a) forms they
file. To the Company's knowledge, based solely on review of the copies of such
reports furnished to the Company and written representations that no other
reports were required during the fiscal year ended December 31, 1997, all
Section 16(a) filing requirements applicable to its executive officers,
directors and greater than 10% beneficial owners were satisfied, except that Mr.
Cownie filed one report covering his purchase of 8,500 shares of Common Stock
which was not reported on a timely basis, and Mr. Siegel filed one report
covering the purchase by his adult daughter of 2,000 shares of Common Stock
which was not reported on a timely basis.
OTHER MATTERS
The Board of Directors does not know of any matter other than those
described in this Proxy Statement which will be presented for action at the
Annual Meeting. If other matters are presented, proxies will be voted in
accordance with the best judgment of the proxy holders.
REGARDLESS OF THE NUMBER OF SHARES YOU OWN, YOUR VOTE IS IMPORTANT TO THE
COMPANY. PLEASE COMPLETE, SIGN, DATE AND PROMPTLY RETURN THE ENCLOSED PROXY CARD
TODAY.
21
<PAGE>
- -------------------------------------------------------------------------------
PROXY
THE MACERICH COMPANY
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
THE COMPANY FOR THE ANNUAL MEETING TO BE HELD ON MAY 29, 1998
The undersigned hereby constitutes and appoints Dana K. Anderson, Thomas E.
O'Hern, and Richard A. Bayer, and each of them, the true and lawful agents and
proxies of the undersigned, each with full power of substitution, to vote and
act as proxy with respect to all shares of common stock of THE MACERICH COMPANY
(the "Company") which the undersigned would be entitled to vote if personally
present at the Annual Meeting of Stockholders of the Company to be held at the
Miramar Sheraton Hotel, 101 Wilshire Boulevard, Santa Monica, California on May
29, 1998 at 9:00 a.m., and at any adjournment or postponement thereof, with
respect to the matters described herein.
In their discretion, the proxies are authorized to vote upon such other matters
as may come before the Annual Meeting or any adjournment or postponement
thereof.
Election of Directors, Nominees: Edward C. Coppola, Fred S. Hubbell,
Dr. William P. Sexton
(change of address/comments)
- --------------------------------------------
- --------------------------------------------
- --------------------------------------------
- --------------------------------------------
(If you have written in the above space, please mark the corresponding box on
the reverse side of this proxy)
You are encouraged to specify your choices by marking the appropriate boxes,
SEE REVERSE SIDE, but you need not mark any boxes if you wish to vote in
accordance with the Board of Directors' recommendations. Your shares cannot
be voted unless you sign and return this proxy.
- --------------
SEE REVERSE
SIDE
- --------------
<PAGE>
Please mark your
/X/ votes as in this
example.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE UNDERSIGNED. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR THE
ELECTION OF EACH OF THE NOMINEES FOR DIRECTOR AND FOR PROPOSAL 2.
- -------------------------------------------------------------------------------
The Board of Directors recommends a vote FOR the election of each of the
nominees for director and FOR Proposal 2.
- -------------------------------------------------------------------------------
1. Election of all nominees for director. (see reverse)
FOR WITHHELD
/ / / /
For, except vote withheld from the following nominee(s):
2. Ratification of the appointment of Coopers & Lybrand LLP as the Company's
independent accountants for the year ending December 31, 1998.
FOR AGAINST ABSTAIN
/ / / / / /
Comments/Address Change / /
- -----------------------------------
- -------------------------------------------------------------------------------
SIGNATURE(S) DATE
--------------------------------------------- ----------------
NOTE: Please sign exactly as name appears on this proxy. Joint owners should
each sign. When signing as attorney, executor, administrator, trustee or
guardian, please give full title as such. Corporations and partnerships
shall sign in full corporate or partnership name by authorized person.
The signer hereby revokes all proxies heretofore given by the signer at
said meeting or any adjournment or postponement thereof.
