MILLS CORP
8-K, 1997-01-23
REAL ESTATE INVESTMENT TRUSTS
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<PAGE>
 
                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549

                                    FORM 8-K

                                 CURRENT REPORT
                     Pursuant to Section 13 or 15(d) of the
                        Securities Exchange Act of 1934



Date of Report (Date of earliest event reported):     Commission File Number:
December 17, 1996                                                     1-12994



                             THE MILLS CORPORATION
            (Exact name of registrant as specified in its charter)



            Delaware                              52-1802283
   (State or other jurisdiction                  (IRS Employer
        of incorporation)                    Identification Number)



        1300 Wilson Boulevard
             Suite 400
         Arlington, Virginia                              22209
(Address of principal executive offices)               (Zip Code)


              Registrant's telephone number, including area code:
                                 (703) 526-5000


         (Former name or former address, if changed since last report)

                                  Not applicable
<PAGE>
 
                             THE MILLS CORPORATION

Item 5 - Other Events

Attached as Exhibit to this form is the document listed below:

     Exhibit                   Document
     -------                   --------

        A                      Press Release dated December 19, 1996.

                                      -2-
<PAGE>
 
                                   SIGNATURE

     Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.


                              THE MILLS CORPORATION


Date:  January 21, 1997             By: /s/ Thomas E. Frost
                                       ----------------------------
                                       Thomas E. Frost
                                       Senior Vice President

                                      -3-
<PAGE>
 
                                 EXHIBIT INDEX
                                 -------------


     Exhibit              Description                                 Page
     -------              -----------                                 ----

        A                 Press Release dated December 19, 1996

<PAGE>

                                                                       Exhibit A

                                                           1300 Wilson Boulevard
 [LOGO OF THE MILLS                                                    Suite 400
    CORPORATION                                       Arlington, Virginia  22209
    APPEARS HERE]                                                 (703) 526-5000


                                     FOR IMMEDIATE RELEASE

                                                 Contact
                                                 Lawrence Winkler
                                                 Director of Investor Relations
                                                 703/526-5039

THE MILLS CORPORATION ANNOUNCES
$284 MILLION DOLLAR FIXED RATE FINANCING
- - 94% of the debt portfolio is now fixed rate financing

     ARLINGTON, VA, December 19, 1996 -- The Mills Corporation (NYSE:MLS), owner
and operator of super-regional value/entertainment-oriented mega malls,
announced today that it has successfully completed a $284 million refinancing of
its Gurnee Mills and Potomac Mills projects.  This refinancing was achieved
through one of the largest investment grade mortgage securitizations completed
this year.  The securitization has four classes of certificates, all of which
were rated investment grade by Fitch Investor Services.  The offering was lead-
managed by CS First Boston and co-managed by Merrill Lynch.

The securities are payable in seven years with a fixed rate coupon of 7.02%,
replacing debt with an average remaining term of two years with an average
variable rate coupon of 6.98%.  The all-in cost of the new debt is 7.22%
compared to an all-in cost of 8.21% for the refinanced debt.  As a result of the
reduction in the all-in cost of the debt, the company was able to eliminate
annual amortization expenses of $3.0 million or $.09 per share on a 1996 pro
forma basis.  This refinancing reduces the company's exposure to changes in
interest rates by replacing substantially all of its variable rate debt with
fixed rate long-term financing.

Peter McMillan, President and Chief Operating Officer, commented, "We are very
pleased with the market's response to the securitization.  We have succeeded in
shifting our debt portfolio to 94% fixed rate financing, and demonstrated our
ability to secure superior financing for the existing portfolio at investment
grade rates.  Currently, three of the five existing Mills have been financed
with investment grade securitizations, which further substantiates the Mills'
projects as high grade collateral for financing.  This transaction confirms our
commitment to enhance the quality of our balance sheet and FFO."

The Mills Corporation is a fully integrated real estate company based in
Arlington, Virginia.  The Company currently wholly owns and operates four super-
regional 
<PAGE>
 
value retail malls -- Potomac Mills (suburban Washington, DC), Franklin Mills
(Philadelphia, PA), Gurnee Mills (Chicago, IL), Sawgrass Mills (Ft. Lauderdale,
FL), and 11 community centers across the United States. In addition, the Mills
Corporation operates and owns 50% of a fifth value entertainment-oriented mega
mall, Ontario Mills (Los Angeles, CA), which the Company developed together with
its partners Simon DeBartolo Group and Kan Am.


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