<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 Section 240.14a-11(c) or Section
240.14a-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:
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(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 14, 1999
Dear Stockholder:
You are cordially invited to attend our Annual Meeting of Stockholders, to
be held on Thursday, May 20, 1999 at 10:00 a.m. local time 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 (i) elect three directors to each serve a three-year term and
(ii) ratify the appointment of PricewaterhouseCoopers 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 PricewaterhouseCoopers LLP. Please
complete, sign and return your Proxy 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 20, 1999
------------------------
NOTICE IS HEREBY GIVEN that the 1999 Annual Meeting of Stockholders (the
"Annual Meeting") of The Macerich Company, a Maryland corporation (the
"Company"), will be held on Thursday, May 20, 1999 at 10:00 a.m. local time 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 consider and vote upon ratification of the appointment by the Board
of Directors of PricewaterhouseCoopers LLP as independent accountants for
the Company for the year ending December 31, 1999; 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 the Annual Meeting
may be adjourned or postponed.
The Board of Directors has fixed the close of business on March 24, 1999 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, by written notice of revocation or by attending the Annual
Meeting and voting in person.
By Order of the Board of Directors
[SIG]
Richard A. Bayer
SECRETARY
Santa Monica, California
April 14, 1999
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, PLEASE COMPLETE, SIGN, DATE
AND PROMPTLY RETURN THE ENCLOSED PROXY 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.
<PAGE>
THE MACERICH COMPANY
401 WILSHIRE BOULEVARD
NO. 700
SANTA MONICA, CALIFORNIA 90401
------------------------
PROXY STATEMENT
FOR 1999 ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 20, 1999
------------------------
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 its 1999 Annual Meeting of Stockholders
to be held on Thursday, May 20, 1999 at 10:00 a.m. local time, and at any
adjournment or postponement thereof (the "Annual Meeting").
This Proxy Statement and the accompanying Notice of Annual Meeting and Proxy
are first being sent to stockholders on or about April 14, 1999. The Board of
Directors has fixed the close of business on March 24, 1999 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 34,102,805 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 on the matter at the Annual Meeting will be
required for the ratification of the appointment of PricewaterhouseCoopers LLP
to serve as the Company's independent accountants. Under Maryland law,
abstentions will count toward the presence of a quorum. Abstentions are not
counted as votes cast and will have no effect on the vote for the election of
directors or the ratification of the appointment of PricewaterhouseCoopers LLP.
STOCKHOLDERS OF THE COMPANY ARE REQUESTED TO COMPLETE, SIGN, DATE AND
PROMPTLY RETURN THE ACCOMPANYING PROXY IN THE ENCLOSED POSTAGE PREPAID ENVELOPE.
SHARES REPRESENTED BY A PROPERLY EXECUTED PROXY RECEIVED AND NOT REVOKED PRIOR
TO THE VOTE AT THE ANNUAL MEETING 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
PRICEWATERHOUSECOOPERS LLP AS THE COMPANY'S INDEPENDENT ACCOUNTANTS. THE HOLDERS
OF THE PROXY WILL ALSO HAVE DISCRETIONARY 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 attending the Annual Meeting and voting in person.
Any stockholder of record as of the Record Date attending the Annual Meeting may
vote in person, whether or
<PAGE>
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 1998 Annual Report, including financial statements for the
fiscal year ended December 31, 1998, is being mailed to stockholders
concurrently with this Proxy Statement. The Annual Report, however, is not part
of the proxy solicitation material.
PROPOSAL 1: ELECTION OF DIRECTORS
The Bylaws provide that the Board of Directors consists of nine directors.
The Board 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 Two directors expires at the Annual Meeting, and the
present terms for the Class Three and Class One directors expire at the annual
meetings of stockholders to be held in 2000 and 2001, respectively. Each
director holds such office until his or her successor is duly elected and
qualifies.
The three Class Two directors will be elected at the Annual Meeting to hold
office until the annual meeting of stockholders in 2002 and until their
respective successors are duly elected and qualify. The Board of Directors has
nominated Dana K. Anderson, Theodore S. Hochstim and Stanley A. Moore to
continue to serve as Class Two 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 nominee is unavailable for election, the Proxy holders
may vote for another person nominated by the Board of Directors or the Board may
amend the Bylaws to reduce the number of directors to be elected at the Annual
Meeting.
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.
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.
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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 March 28, 1999, unless otherwise specified.
<TABLE>
<CAPTION>
AMOUNT AND
NATURE OF
AMOUNT AND NATURE OF BENEFICIAL
DIRECTOR BENEFICIAL OWNERSHIP OF PERCENT OF OWNERSHIP OF OP PERCENT OF
NAME AGE SINCE COMMON STOCK(1) CLASS(2) UNITS(1)(3) CLASS(4)
- ------------------------------- --- ----------- -------------------------- ----------- --------------- -----------
<S> <C> <C> <C> <C> <C> <C>
NOMINEES
Class Two:
Dana K. Anderson............... 64 1994 140,631(5)(6)(7) * 1,332,632(8) 4.16%
Theodore S. Hochstim........... 71 1994 22,049(9)(10) * -- *
Stanley A. Moore............... 60 1994 28,549(9)(10) * -- *
CONTINUING DIRECTORS
Class Three:
Arthur M. Coppola(11).......... 47 1994 501,869(12)(13)(14) 1.47% 1,443,316 5.48%
James S. Cownie................ 54 1994 127,800(10)(15)(16)(17) * -- *
Mace Siegel.................... 73 1994 156,125(18)(19) * 3,514,316(20) 9.76%
Class One:
Edward C. Coppola(11).......... 44 1994 298,224(21)(22)(23) * 841,368 3.26%
Fred S. Hubbell................ 47 1994 43,085(24)(25)(26) * -- *
Dr. William P. Sexton.......... 60 1994 18,531(10)(27) * -- *
</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 or any convertible securities
of the Company are redeemed for or converted into shares of Common Stock.
(3) The Company is the sole general partner of, and owns an aggregate of 78% 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 or any convertible securities of
the Company held by other persons are redeemed for or converted into 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) Includes 4,900 shares held in trust by Mr. Anderson as trustee for the
benefit of Mr. Anderson and his wife.
3
<PAGE>
(6) Includes 116,667 shares subject to options granted to Mr. Anderson 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.
(7) Includes 900 shares of non-transferrable restricted stock granted to Mr.
Anderson under the Incentive Plan.
(8) 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.
(9) Includes 8,049 stock units credited to this director and payable solely in
shares of Common Stock under the terms of the Company's Eligible Directors'
Deferred Compensation/Phantom Stock Plan (the "Director Phantom Stock
Plan"), the vesting and terms of which are described under "Compensation of
Directors" below ("stock units"). Stock units do not have voting rights and
are non-transferrable.
(10) Includes 10,500 shares subject to options granted to this director under
the 1994 Eligible Directors' Stock Option Plan (the "Director Plan") and the
Incentive Plan which are currently exercisable or exercisable within 60 days
after the Record Date.
(11) Edward Coppola and Arthur Coppola are brothers.
(12) Includes 600 shares held by Mr. A. Coppola as custodian for his minor son
as to which shares Mr. Coppola disclaims any beneficial ownership.
(13) Includes 32,302 shares of non-transferrable restricted stock granted to Mr.
A. Coppola under the Incentive Plan.
(14) Includes 350,000 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.
(15) Includes 8,103 stock units credited to Mr. Cownie under the terms of the
Director Phantom Stock Plan.
(16) Includes 13,672 shares held in trust for the benefit of Mr. Cownie's
dependent children as to which shares Mr. Cownie has neither voting nor
investment power and disclaims any beneficial ownership.
(17) Includes 5,525 shares owned by Mr. Cownie's wife or held by Mr. Cownie's
wife as custodian for legal wards as to which shares Mr. Cownie, in each
case, has neither voting nor investment power and disclaims any beneficial
ownership.
(18) Includes 45,200 shares held by Mr. Siegel's wife as to which Mr. Siegel has
neither voting nor investment power and disclaims any beneficial ownership.
(19) Includes 80,000 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.
(20) Includes 1,295,421 OP Units owned by Mr. Siegel's wife as to which Mr.
Siegel has neither voting nor investment power and disclaims any beneficial
ownership.
(21) Includes 216,667 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. Also includes 39,869 shares of Common Stock
pledged to secure the loan to Mr. Coppola described on page 17 of this Proxy
Statement under "Loans to Executive Officers".
(22) Includes 6,000 shares held by E.C. Coppola Family Limited Partnership (an
entity controlled by Mr. E. Coppola) and 1,800 shares held by Mr. E. Coppola
as custodian for his minor children.
(23) Includes 21,310 shares of non-transferrable restricted stock granted to Mr.
E. Coppola under the Incentive Plan.
4
<PAGE>
(24) Includes 900 shares held in trust by Mr. Hubbell as trustee and 10,000
shares held in trust for the benefit of Mr. Hubbell and his descendants.
Also includes 2,500 shares held by a foundation of which Mr. Hubbell and his
wife are trustees and as to which they disclaim any pecuniary interest. 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.
(25) Includes 6,000 shares subject to options granted to Mr. Hubbell under the
Director Plan and the Incentive Plan which are currently exercisable or
exercisable within 60 days after the Record Date.
(26) Includes 8,085 stock units credited to Mr. Hubbell under the terms of the
Director Phantom Stock Plan.
(27) Includes 8,031 stock units credited to Dr. Sexton under the terms of the
Director Phantom Stock Plan.
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 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 33 years of shopping center experience with
The Macerich Group and the Company and 38 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 23 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 Executive Vice President of the Company since its
formation. He has 23 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.
5
<PAGE>
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 a member of the Executive Committee of Financial Services
International for ING Group, a Netherlands-based banking, insurance and asset
management company, and has served in such position since February 1999. From
October 1997 until February 1999, Mr. Hubbell was President and Chief Executive
Officer of the United States Life and Annuities Operations for ING Group. 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 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 46 years of
experience in the shopping center business.
THE BOARD OF DIRECTORS AND ITS COMMITTEES
BOARD OF DIRECTORS. The Company is managed under the direction of a Board
of Directors composed of nine members, a majority of whom are independent of the
Company's management. The Board of Directors met eight times in 1998. 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, except
Dr. Sexton attended five of the eight Board of Directors meetings and Mr.
Hochstim attended one of the two Audit Committee meetings.
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 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 1998.
6
<PAGE>
AUDIT COMMITTEE. The Board's Audit Committee consists of Messrs. Hochstim
and Cownie, neither of whom is an officer or employee of the Company. Effective
February 9, 1999, Mr. Cownie replaced Mr. Hubbell, who served on the Audit
Committee since 1994. 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 twice during 1998; Mr. Hubbell
attended all of the meetings and Mr. Hochstim attended one of the two 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 five times during 1998; Mr. Cownie attended all of
the meetings and Dr. Sexton attended all but one of the meetings.
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 $25,000, payable in equal quarterly
installments, plus a fee of $1,000 for each Board meeting attended and $500 for
every telephonic meeting attended. Non-employee directors attending any
Committee meeting are also entitled to an additional fee of $1,000 for each
Committee meeting attended and $500 for every telephonic 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. A Board member who is also an
employee of the Company does 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. The reasonable expenses
incurred by each director in connection with the performance of the director's
duties are also reimbursed by the Company.
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. Commencing December 31, 1997, the Board established a policy
providing that each director of the Company who is not otherwise an employee of
the Company or any of its subsidiaries or affiliates will receive on each
December 31 pursuant to the terms of the Incentive Plan an annual grant of
options to purchase 4,000 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.
On December 31, 1998, 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 $25.63 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
7
<PAGE>
after the date of grant. In addition, pursuant to the terms of the Incentive
Plan, on December 31, 1998, 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 $25.63 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 cash 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 1998, Messrs. Cownie, Hochstim, Hubbell and Moore and Dr. Sexton were
credited with approximately 3,525, 3,470, 3,507, 3,470 and 3,452 dividend
equivalent stock units under the Director Phantom Stock Plan, respectively.
8
<PAGE>
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 March 28, 1999. Executive officers of
the 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
NATURE OF
AMOUNT AND NATURE OF BENEFICIAL
OFFICER BENEFICIAL OWNERSHIP PERCENT OF OWNERSHIP OF
NAME AGE POSITION SINCE OF COMMON STOCK(1) CLASS(2) OP UNITS(1)
- ------------------------ --- ----------------------- ----------- --------------------- ----------- --------------
<S> <C> <C> <C> <C> <C> <C>
Mace Siegel............. 73 Chairman of the Board 1993 156,125(4)(5) * 3,514,316(6)
of Directors
Arthur M. Coppola....... 47 President and Chief 1993 501,869(7)(8)(9) 1.47% 1,443,316
Executive Officer
Dana K. Anderson........ 64 Vice Chairman of the 1993 140,631(10)(11)(12) * 1,332,632(13)
Board of Directors
Edward C. Coppola....... 44 Executive Vice 1993 298,224(14)(15)(16) * 841,368
President
Thomas E. O'Hern........ 42 Executive Vice 1993 115,224(17)(18)(19) * --
President, Chief
Financial Officer and
Treasurer
Richard A. Bayer........ 49 Executive Vice 1994 102,493(20)(21) * --
President, General
Counsel and Secretary
David J. Contis......... 40 Executive Vice 1997 99,748(22)(23)(24) * --
President and Chief
Operating Officer
Larry E. Sidwell........ 55 Executive Vice 1998 100,088(25)(26) * --
President,
Development
<CAPTION>
PERCENT OF
NAME CLASS(3)
- ------------------------ -----------
<S> <C>
Mace Siegel............. 9.76%
Arthur M. Coppola....... 5.48%
Dana K. Anderson........ 4.16%
Edward C. Coppola....... 3.26%
Thomas E. O'Hern........ *
Richard A. Bayer........ *
David J. Contis......... *
Larry E. Sidwell........ *
</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 or any convertible securities
of the Company are redeemed for or converted into shares of Common Stock.
(3) Assumes that all OP Units held by the person are redeemed for shares of
Common Stock and that none of the OP Units or any convertible securities of
the Company held by other persons are redeemed for or converted into 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 80,000 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.
(5) Includes 45,200 shares held by Mr. Siegel's wife as to which shares Mr.
Siegel has neither voting nor investment power and disclaims any beneficial
ownership.
9
<PAGE>
(6) Includes 1,295,421 OP Units owned by Mr. Siegel's wife as to which shares
Mr. Siegel has neither voting nor investment power and disclaims any
beneficial ownership.
(7) Includes 600 shares held by Mr. A. Coppola as custodian for his minor son as
to which shares Mr. Coppola disclaims any beneficial ownership.
(8) Includes 350,000 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 32,302 shares of non-transferrable restricted stock granted to Mr.
A. Coppola under the Incentive Plan.
(10) Includes 4,900 shares held in trust by Mr. Anderson as trustee for the
benefit of Mr. Anderson and his wife.
(11) Includes 116,667 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 900 shares of non-transferrable 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 216,667 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. Also includes 39,869 shares of Common Stock
pledged to secure the loan to Mr. Coppola described on page 17 of this Proxy
Statement under "Loans to Executive Officers".
(15) Includes 6,000 shares held by the E.C. Coppola Family Limited Partnership
(an entity controlled by Mr. E. Coppola) and 1,800 shares held by Mr. E.
Coppola as custodian for his minor children.
(16) Includes 21,310 shares of non-transferrable restricted stock granted to Mr.
E. Coppola under the Incentive Plan.
(17) Includes 60,000 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. Also includes 39,869 shares of Common Stock pledged
to secure the loan to Mr. O'Hern described on page 17 of this Proxy
Statement under "Loans to Executive Officers".
(18) Includes 1,785 shares held by Mr. O'Hern as custodian for his minor
children.
(19) Includes 7,876 shares of restricted stock granted to Mr. O'Hern under the
Incentive Plan.
(20) Includes 50,000 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 1,695 shares held by Mr. Bayer as custodian for
his minor children. Also includes 39,869 shares of Common Stock pledged to
secure the loan to Mr. Bayer described on page 17 of this Proxy Statement
under "Loans to Executive Officers".
(21) Includes 6,557 shares of non-transferrable restricted stock granted to Mr.
Bayer under the Incentive Plan.
(22) Includes 50,000 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. Also includes 39,869 shares of Common Stock pledged
to secure the loan to Mr. Contis described on page 17 of this Proxy
Statement under "Loans to Executive Officers".
(23) Includes 4,384 shares of non-transferrable 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.
10
<PAGE>
(25) Includes 40,000 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. Also includes 39,869 shares of Common Stock pledged
to secure the loan to Mr. Sidwell described on page 17 of this Proxy
Statement under "Loans to Executive Officers".
(26) Includes 9,288 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 an Executive Vice President of the Company since
December 1998 and has been the Chief Financial Officer and Treasurer of the
Company since July 1994. Mr. O'Hern also served as a Senior Vice President of
the Company from March 1994 to December 1998. From the formation of the Company
to July 1994, Mr. O'Hern served as 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 member of the
Board of Directors of The Abbey Company, a commercial real estate organization.
Mr. O'Hern is also 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 and an Executive Vice
President of the Company since December 1998. 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
positions at the University of California, San Diego, including Resident Dean of
Revelle College and Associate Dean of Students.
David J. Contis has been Executive Vice President and Chief Operating
Officer of the Company since December 1998. From December 1997 to December 1998
he was Senior Vice President and Chief Operating Officer of the Company. 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 a member of the Board of Directors, Compensation Committee and
Audit Committee of Dundee Realty Corp., Toronto, Canada. Mr. Contis is also an
attorney.
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 and Executive Vice
President, Development in December 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.
11
<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, 1998, the aggregate indicated compensation paid by
the Company and the Management Companies to such persons during 1998, 1997 and
1996.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
ANNUAL LONG TERM COMPENSATION AWARDS
COMPENSATION(1) ----------------------------------
------------------- SECURITIES ALL OTHER
SALARY RESTRICTED STOCK UNDERLYING COMPENSATION
NAME AND PRINCIPAL POSITION YEAR ($)(2) BONUS($) AWARDS($)(3) OPTIONS/SARS(#) ($)(4)(5)
- ----------------------------------- ---- ------- -------- ---------------- --------------- ------------
<S> <C> <C> <C> <C> <C> <C>
Arthur M. Coppola.................. 1998 461,838 -- 525,000 300,000 23,092
President and Chief 1997 350,000 -- 556,875 -- 10,473
Executive Officer 1996 261,839 -- 243,281 150,000 10,473
Edward C. Coppola.................. 1998 325,300 -- 300,000 -- 21,045
Executive Vice President 1997 250,000 -- 397,806 -- 14,529
1996 206,455 -- 189,219 100,000 11,358
David J. Contis.................... 1998 309,633 139,866(6) 150,000 -- 23,582
Executive Vice President 1997 184,615(7) 97,293(6) -- 75,000 --
and Chief Operating Officer
Thomas E. O'Hern................... 1998 282,031 50,000 150,000 -- 61,269
Executive Vice President, 1997 225,000 40,000 115,000 -- 36,752
Chief Financial Officer 1996 180,384 65,000 45,373 -- 11,576
and Treasurer
Larry E. Sidwell................... 1998 245,111 37,500 112,500 -- 4,199
Executive Vice President, 1997 194,188(8) -- 268,750 60,000 1,375
Development
</TABLE>
- ------------------------
(1) The Company provided vehicle allowances through December 31, 1997 to certain
employees, including some of the executives listed above, the value of which
is not included in the table and which in no case exceeded the lesser of
$50,000 or 10% of the annual salary and bonus of the executive in any year.
(2) Salary earned but deferred under the Company's deferred compensation plans
at the election of those officers is included in such amounts. Under split
dollar life insurance arrangements with Messrs. A. Coppola 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 the 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, 1998, based on a closing price of the
Common Stock on December 31, 1998 of $25.63, were: Arthur M. Coppola-39,138
shares ($1,003,107); Edward C. Coppola-25,646 shares ($657,307); David J.
Contis-5,479 shares ($140,427); Thomas E. O'Hern-10,289 shares ($263,707);
and Larry E. Sidwell-12,110 shares ($310,379). 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 anniversaries of the grant date;
except that grants of restricted stock made to Mr. A. Coppola and Mr. E.
Coppola during
12
<PAGE>
1997 vest over a three-year period, with 1/3 of the shares vesting on each
of the first, second and third anniversaries of the grant date. Dividends
are paid on all shares of restricted stock at the same rate as on
unrestricted shares. The vesting of restricted stock held by executive
officers generally will be accelerated if the Company terminates the
executive without cause or the executive, after a change in control,
terminates for "good reason," subject to a minimum six month vesting period
from the grant date and certain other limitations under the Incentive Plan
and the awards agreements.
(4) Amounts shown for 1996, 1997 and 1998 include matching deferred compensation
contributions by the Company as determined by the Board of Directors
annually under certain deferred compensation plans. Amounts shown for
Messrs. E. Coppola and O'Hern also include profit sharing contributions by
the Company as determined by the Board of Directors annually under the
Company's 401(k)/Profit Sharing plan.
(5) Amounts shown for 1998 and 1997 include the amounts earned in 1998 and 1997
based upon selected crediting alternatives under the Company's deferred
compensation plans by Mr. E. Coppola (1998-$1,030; 1997-$1,612); Mr. Contis
(1998-$8,099; 1997-$0); Mr. O'Hern (1998-$39,867; 1997-$23,598) and Mr.
Sidwell (1998-$2,360; 1997-$427).
(6) Representing forgiveness of $110,000 of principal and $29,866 of imputed
interest (at an imputed rate of 7% per annum) during 1998 and 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."
(7) Amounts shown for 1997 represent compensation paid to Mr. Contis for the
period of approximately seven months since Mr. Contis began his employment
with the Company in May 1997. On an annualized basis, Mr. Contis would have
earned a base salary of $300,000 in 1997.
(8) Amounts shown for 1997 represent compensation paid to Mr. Sidwell for the
period of approximately ten months since Mr. Sidwell began his employment
with the Company in February 1997. On an annualized basis, Mr. Sidwell would
have earned a base salary of $225,000 in 1997.
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. (Actual salaries paid are set forth in the
"Summary Compensation Table" above). 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 of employment
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 his 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
13
<PAGE>
the Company. If the executive's employment is terminated by the Company for
cause or because the executive violated any non-competition, anti-solicitation
or confidentiality provisions of the agreement, 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. If the Company
terminates the executive's employment other than for cause, including in the
case of Mr. Sidwell a termination by Mr. Sidwell for "good reason" within two
years after a change in control, the Company is required to pay to the executive
a lump sum equal to three times the executive's base salary for one year at the
rate in effect immediately prior to the executive's termination, any accrued
vacation pay and any compensation previously deferred by the executive in
accordance with the terms of any deferred compensation plan or agreement. Upon
such a termination, Mr. Sidwell's agreement provides that the restrictions on
his initial grant of restricted stock will lapse and the exercisability of his
initial stock option grant will be accelerated except as limited by the specific
terms of the Incentive Plan and his award agreement.
The agreements, except Mr. Sidwell's, 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
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" generally includes diminution in authority, reduction in base
salary, change of location, or adverse modification of bonus, benefit plans or
fringe benefits or breach of the agreement by the Company. 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, generally, stockholder approval of
the dissolution, liquidation, merger or other reorganization of the Company
involving a 50% or greater change in ownership, or a sale of substantially all
the assets of the Company, or the acquisition of more than 20% of the Company's
voting securities by any person.
The vesting of restricted stock held by executive officers generally will be
accelerated if the Company terminates the executive without cause or the
executive, after a change in control, terminates for "good reason," subject to a
minimum six month vesting period from the grant date and certain other
limitations under the Incentive Plan and the awards agreements. The Compensation
Committee also has discretionary authority to accelerate the exercisability of
any or all options and the vesting of other awards under the Incentive Plan in a
change in control or other context.
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.
14
<PAGE>
OPTION GRANTS
OPTION GRANTS IN FISCAL YEAR 1998. The following table sets forth the
options granted with respect to the fiscal year ended December 31, 1998 to the
Company's Chief Executive Officer and each of the four other most highly
compensated executive officers. Mr. A. Coppola was the only such officer granted
options during the period. The Company has not granted any stock appreciation
rights.
OPTION GRANTS IN FISCAL YEAR 1998
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS POTENTIAL REALIZABLE VALUE
----------------------------------------------------------------------- AT ASSUMED ANNUAL RATES OF
PERCENT OF TOTAL STOCK PRICE APPRECIATION
NUMBER OF SHARES OPTIONS GRANTED TO EXERCISE OR FOR OPTION TERM(1)
UNDERLYING OPTIONS EMPLOYEES IN FISCAL BASE PRICE EXPIRATION ---------------------------
NAME GRANTED(#)(2) YEAR ($/SH)(3) DATE 5%($) 10%($)
- ------------------------------ ------------------ ----------------------- ------------- ----------- ------------ -------------
<S> <C> <C> <C> <C> <C> <C>
Arthur M. Coppola............. 300,000 77% 27.38 2/19/08 $ 5,166,000 $ 13,091,000
</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 February 18, 1998
with an exercise price equal to $27.38 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 awards in various
circumstances as the Compensation Committee shall determine, including a
change in control. The Compensation Committee also may permit the transfer
of the options to certain related persons or entities generally or on a
case-by-case basis, under certain circumstances.
(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 minimum tax withholding
requirements.
15
<PAGE>
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
1998 by the Company's Chief Executive Officer and four other most highly
compensated executive officers.
FISCAL YEAR-END 1998 OPTION VALUES
<TABLE>
<CAPTION>
NUMBER OF SECURITIES
UNDERLYING VALUE OF UNEXERCISED
UNEXERCISED IN-THE-MONEY OPTIONS AT
OPTIONS AT FISCAL FISCAL
YEAR-END(#) YEAR END($)(1)
SECURITIES --------------------- ----------------------------
ACQUIRED ON EXERCISABLE/ EXERCISABLE/
NAME EXERCISE(#) VALUE REALIZED($) UNEXERCISABLE UNEXERCISABLE
- ----------------------------------- ----------------- --------------------- --------------------- ----------------------------
<S> <C> <C> <C> <C>
Arthur M. Coppola.................. -- -- 250,000/350,000 $1,394,500/200,000
Edward C. Coppola.................. -- -- 216,667/33,333 $1,261,168/133,332
David J. Contis.................... -- -- 25,000/50,000 $0/0
Thomas E. O'Hern................... -- -- 60,000/0 $466,000/0
Larry E. Sidwell................... -- -- 20,000/40,000 $0/0
</TABLE>
- ------------------------
(1) This amount represents solely the difference between the market value at
December 31, 1998 ($25.63) 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.
16
<PAGE>
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, 1998 were $80,608.
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 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, 1998 were $2,817,000.
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 39,869 shares of Common Stock
that were purchased by the executive. As of March 24, 1999, 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 March 24, 1999, the outstanding principal
balance of the loan to Mr. Contis was approximately $348,000. See footnote 6 on
page 13 of this Proxy Statement.
17
<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, AS AMENDED, 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
benefitted the Company and to recognize the contribution of its key employees.
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. The Company has commissioned an
outside consultant, FPL Associates ("FPL"), to assist the Committee in the
development and review of the Company's compensation programs for its executive
and senior officers and certain key employees. Among other things, FPL has
reviewed the compensation programs of similar companies in the REIT industry,
including retail mall owners, and compared them to the Company's compensation
programs. Since the Company's IPO, FPL has performed these reviews (the
"Compensation Studies") on an annual basis focusing on the development of a
competitive total compensation program.
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,
2001. 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
(including the successful completion of acquisitions, financings, redevelopments
and increases in total funds from operations and funds from operations per
share) and competitive, economic and other factors deemed relevant by the
Committee. The 1998 compensation study
18
<PAGE>
indicated that Mr. Coppola's base salary remained low compared to his REIT
industry peers. Effective March 23, 1998, Mr. Coppola's salary was increased to
$500,000 per year largely based on this study. Mr. Coppola's aggregate salary
for 1998 totaled $461,838.
In addition to Mr. Coppola's base salary, as the long-term incentive
component of Mr. Coppola's compensation, in 1998 the Committee granted to Mr.
Coppola 19,178 shares of restricted stock that vest over a 5-year period and
300,000 stock options that vest over a 3-year period, in both cases, subject to
certain conditions. For details of these grants, see the tables captioned
"Summary Compensation Table" and "Option Grants," and the discussion at pages
12-15 of this Proxy Statement. Mr. Coppola's long-term incentive compensation
grants were based upon recommendations contained in the 1998 compensation study
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, as well as the Committee's evaluation of individual and corporate
performance. These grants were made on a basis that is consistent with the
Company's philosophy of granting long-term incentive grants to provide
executives with a promise of longer term rewards directly linked to increased
share values. The 1998 compensation study also confirmed that the granting of
stock options was the favored form of long-term incentive awards for chief
executive officers in the REIT industry. The amount of Mr. Coppola's 1998
restricted stock grants was also based in part on the 1998 awards made to the
other executive officers of the Company.
OTHER EXECUTIVE OFFICERS. The other executive officers also received base
salary, bonus awards under the Company's incentive compensation plan (in some
cases) and equity-based incentive compensation in the form of restricted stock
awards in 1998. The amounts of the base salaries, bonus awards and the
restricted stock grants for the executive officers were established subjectively
within the ranges indicated by the Compensation Studies for comparable
positions. The 1998 restricted stock awards and bonuses were granted to certain
executive officers based on the results of the Compensation Studies as well as
the Committee's evaluation of individual and corporate performance, including
the same factors described above regarding Mr. Coppola's compensation. 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, except Mr. Contis who does not have an employment agreement. The
Committee contemplates that any annual increases will also generally be based on
substantially the same criteria that will be used for Mr. Coppola.
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 1998 that would be subject to the Section 162(m) limitation. Restricted
stock grants, however, are not performance-based for these purposes and thus
their vesting could result in non-deductible compensation in future years.
------------------------
MEMBERS OF THE COMPENSATION COMMITTEE
James S. Cownie
Dr. William P. Sexton
19
<PAGE>
STOCK PERFORMANCE GRAPH
The following graph provides a comparison, from the Company's IPO in March
1994 through December 31, 1998, 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 SNL Securities.
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
03/09/94 100.00 100.00 100.00
12/31/94 117.60 100.62 97.14
12/31/95 119.51 138.43 111.93
12/31/96 168.92 170.07 153.67
12/31/97 196.71 226.83 186.18
12/31/98 189.11 291.65 155.23
</TABLE>
<TABLE>
<CAPTION>
PERIOD ENDING
----------------------------------------------------------------------------
INDEX 03/09/94 12/31/94 12/31/95 12/31/96 12/31/97 12/31/98
- ------------------------------------------------------ ----------- ----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
The Macerich Company.................................. 100.00 117.60 119.51 168.92 196.71 189.11
S&P 500 Index......................................... 100.00 100.62 138.43 170.07 226.83 291.65
NAREIT All Equity REIT Index.......................... 100.00 97.14 111.93 153.67 186.18 155.23
</TABLE>
20
<PAGE>
PRINCIPAL STOCKHOLDERS
Except as otherwise noted, the following table sets forth information as of
December 31, 1998 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 March 28, 1999,
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 the number of shares beneficially owned by each
named executive officer is set forth in "Executive Officers."
<TABLE>
<CAPTION>
AMOUNT AND
NATURE OF
BENEFICIAL PERCENT OF
NAME AND ADDRESS OF BENEFICIAL OWNER OWNERSHIP CLASS
- ----------------------------------------------------------------------------------------- ----------- -----------
<S> <C> <C>
Cohen & Steers Capital Management, Inc.(1)............................................... 3,886,200 11.40%
757 Third Avenue
New York, New York 10017
AXA Conseil Vie Assurance Mutuelle (formerly 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 (formerly AXA-UAP) and
The Equitable Companies Incorporated (the "Equitable Companies")(2).................... 3,451,802 10.13%
Franklin Resources, Inc., Charles B. Johnson, Rupert H. Johnson, Jr. and Franklin
Advisors, Inc.(3)...................................................................... 2,731,114 8.01%
777 Mariners Island Boulevard
San Mateo, California 94404
Nike Securities L.P., First Trust Advisors L.P. and Nike Securities Corporation(4)....... 2,254,201 6.61%
1001 Warrenville Road
Lisle, Illinois 60532
PaineWebber Group Inc.(5)................................................................ 1,725,662 5.06%
1285 Avenue of the Americas
New York, New York 10019-6028
All directors and executive officers as a group (13 persons)(6).......................... 1,754,416 5.15%
</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 3,398,500 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 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 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
21
<PAGE>
respect to 169,900 of such shares; and Alliance Capital has sole voting
power with respect to 747,579 of such shares, shared voting power with
respect to 2,512,049 of such shares, sole dispositive power
with respect to 3,280,934 of such shares and shared dispositive power with
respect to 968 of such shares. The address of AXA Conseil Vie Assurance
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 is 9, Place Vendome, 75001 Paris France. The address for the
Equitable Companies is 1290 Avenue of the Americas, New York, New York
10104.
(3) These entities and individuals made a joint filing on Schedule 13G and
indicated the securities (which they stated include 2,320,670 shares of
Common Stock that would be received upon the conversion of 72,250,000
convertible debentures) reported are beneficially owned by one or more open
or closed-end investment companies or other managed accounts which are
advised by direct and indirect investment advisory subsidiaries of Franklin
Resources, Inc. ("FRI"). Charles B. Johnson and Rupert H. Johnson, Jr. each
own in excess of 10% of the outstanding common stock of FRI and are the
principal shareholders of FRI. The Schedule 13G further indicates that
Franklin Advisors, Inc., an investment advisor and affiliate of FRI, has
sole voting power with respect to 2,725,670 shares and sole dispositive
power with respect to 2,725,670 shares. Franklin Management, Inc., an
affiliate of FRI, has sole dispositive power with respect to 5,444 shares.
(4) The Schedule 13G indicates that Nike Securities L.P. is a sponsor of several
unit investment trusts which hold shares of Common Stock of the Company.
First Trust Advisors L.P. is an affiliate of Nike Securities L.P. and acts
as portfolio supervisor of the unit investment trusts which hold shares of
Common Stock of the Company. Nike Securities Corporation is the general
partner of both Nike Securities L.P. and First Trust Advisors L.P. Each of
the above entities reported in the Schedule 13G that they share voting and
dispositive power with respect to all the shares.
(5) The Schedule 13G indicates that the reporting person is a parent holding
company and that the reporting entity has sole voting power with respect to
1,521,428 shares and shared dispositive power with respect to all such
shares.
(6) 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 stock units credited to certain directors under
the Director Phantom Stock Plan.
PROPOSAL 2: RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP
AS THE COMPANY'S INDEPENDENT ACCOUNTANTS
INDEPENDENT ACCOUNTANTS
The Board of Directors, on the recommendation of the Audit Committee, has
appointed PricewaterhouseCoopers LLP as independent accountants to audit the
financial statements of the Company for the year ending December 31, 1999.
PricewaterhouseCoopers LLP (including its predecessors) 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
PricewaterhouseCoopers 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
PricewaterhouseCoopers 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.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE PROPOSAL TO RATIFY THE
APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS THE COMPANY'S INDEPENDENT
ACCOUNTANTS FOR THE YEAR ENDING DECEMBER 31, 1999. PROXIES RECEIVED WILL BE SO
VOTED UNLESS STOCKHOLDERS SPECIFY OTHERWISE IN THE PROXY.
22
<PAGE>
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 28, 1999 and on or before March 30, 1999, as specified in
the Company's Bylaws.
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 2000 annual
meeting of stockholders must be received by the Company by December 16, 1999.
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 a proposal before the 2000 annual meeting of stockholders
(including generally any proposal relating to the nomination of a director to be
elected to the Board of Directors) must deliver the proposal to the principal
executive offices of the Company between February 20, 2000 and March 21, 2000
(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 its review of the copies of
such reports furnished to the Company, all Section 16(a) filing requirements
applicable to its executive officers, directors and greater than 10% beneficial
owners were satisfied, except that Mr. A. Coppola did not report on a timely
basis his February 18, 1998 exempt grant of an option to purchase 300,000 shares
of Common Stock and each of Messrs. A. Coppola, E. Coppola, Contis, O'Hern,
Bayer and Sidwell did not report on a timely basis his February 18, 1998 exempt
grant of restricted stock of 19,178, 10,959, 5,479, 5,479, 4,110 and 4,110
shares, respectively.
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 discretion 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
TODAY.
23
<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 20, 1999
The undersigned stockholder of The Macerich Company, a Maryland corporation (the
"Company"), hereby appoints Thomas E. O'Hern and Richard A. Bayer, and each of
them, as proxies for the undersigned, each with full power of substitution, to
attend the Annual Meeting of Stockholders of the Company to be held at the
Miramar Sheraton Hotel, 101 Wilshire Boulevard, Santa Monica, California on May
20, 1999 at 10:00 a.m. local time, and at any adjournment or postponement
thereof, to cast on behalf of the undersigned all votes that the undersigned is
entitled to cast at such meeting and otherwise to represent the undersigned at
the meeting with all powers possessed by the undersigned if personally present
at the meeting. The undersigned hereby acknowledges receipt of the Notice of the
Annual Meeting of Stockholders and revokes any Proxy heretofore given with
respect to such meeting.
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.
(change of address/comments)
Election of Directors, Nominees: ----------------------------------------
Dana K. Anderson, Theodore S. Hochstim,
Stanley A. Moore ----------------------------------------
----------------------------------------
----------------------------------------
(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>
/X/ Please mark your
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.
- --------------------------------------------------------------------------------
FOR EXCEPT AS WITHHELD
FOR ALL NOTED BELOW AS TO ALL
1. Election of all / / / / / /
nominees for
director.
(see reverse)
Vote withheld from the following nominee(s):
FOR AGAINST ABSTAIN
2. Ratification of the / / / / / /
appointment of
PricewaterhouseCoopers
LLP as the Company's
independent accountants
for the year ending
December 31, 1999.
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.
