UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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FORM 12b-25

 

NOTIFICATION OF LATE FILING

SEC FILE NUMBER
1-12504

 

 

CUSIP NUMBER
554382101

 

(Check one):

ý Form 10-K

o Form 20-F

o Form 11-K

o Form 10-Q

o Form N-SAR

o Form N-CSR

 

 

For Period Ended:

December 31, 2004

 

 

 

 

o Transition Report on Form 10-K

 

o Transition Report on Form 20-F

 

o Transition Report on Form 11-K

 

o Transition Report on Form 10-Q

 

o Transition Report on Form N-SAR

 

For the Transition Period Ended:

 

 

 

 

 

Read Instruction (on back page) Before Preparing Form. Please Print or Type.

Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

 

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:

 

PART I — REGISTRANT INFORMATION

The Macerich Company

Full Name of Registrant

 

N/A

Former Name if Applicable

 

401 Wilshire Boulevard, Suite 700

Address of Principal Executive Office (Street and Number)

 

Santa Monica, CA 90401

City, State and Zip Code


PART II — RULES 12b-25(b) AND (c)

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)

 

  (a)

The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense

ý

  (b)

The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and

 

  (c)

The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

PART III — NARRATIVE

State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q, N-SAR, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.

 

(Attach extra Sheets if Needed)           See Annex III

 

SEC 1344 (07-03)

 

Persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

 


PART IV — OTHER INFORMATION

 

(1)

Name and telephone number of person to contact in regard to this notification

 

 

Thomas E. O’Hern

 

310

 

394-6000

 

(Name)

 

(Area Code)

 

(Telephone Number)

 

(2)

Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s).

ý Yes

o No

 

 

 

(3)

Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?

 

See Annex III

o Yes

o No

 

 

If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.

 

 

 

 

The Macerich Company

(Name of Registrant as Specified in Charter)

 

has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date

March 17, 2005

 

By

/s/ THOMAS E. O’HERN

 

 

 

 

 

 

 

 

 

Thomas E. O’Hern

 

 

 

 

Executive Vice President & Chief Financial Officer

INSTRUCTION: The form may be signed by an executive officer of the registrant or by any other duly authorized representative. The name and title of the person signing the form shall be typed or printed beneath the signature. If the statement is signed on behalf of the registrant by an authorized representative (other than an executive officer), evidence of the representative’s authority to sign on behalf of the registrant shall be filed with the form.

 

ATTENTION

 

Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001).

 

GENERAL INSTRUCTIONS

 

1.

 

This form is required by Rule 12b-25 (17 CFR 240.12b-25) of the General Rules and Regulations under the Securities Exchange Act of 1934.

 

 

 

2.

 

One signed original and four conformed copies of this form and amendments thereto must be completed and filed with the Securities and Exchange Commission, Washington, D.C. 20549, in accordance with Rule 0-3 of the General Rules and Regulations under the Act. The information contained in or filed with the form will be made a matter of public record in the Commission files.

 

 

 

3.

 

A manually signed copy of the form and amendments thereto shall be filed with each national securities exchange on

 

 

which any class of securities of the registrant is registered.

 

 

 

4.

 

Amendments to the notifications must also be filed on Form 12b-25 but need not restate information that has been

 

 

correctly furnished. The form shall be clearly identified as an amended notification.

 

 

 

5.

 

Electronic Filers: This form shall not be used by electronic filers unable to timely file a report solely due to electronic difficulties. Filers unable to submit reports within the time period prescribed due to difficulties in electronic filing should comply with either Rule 201 or Rule 202 of Regulation S-T (§232.201 or §232.202 of this chapter) or apply for an adjustment in filing date pursuant to Rule 13(b) of Regulation S-T (§232.13(b) of this chapter).

 


 

ANNEX III

 

As a result of the views expressed by the Office of the Chief Accountant of the Securities and Exchange Commission (the “SEC”) in a February 7, 2005 letter to the American Institute of Certified Public Accountants regarding certain operating lease and leasehold improvement accounting issues, the Company, like many other public companies is further evaluating its accounting practices in these areas.

 

As a result of this recent SEC statement relating to lease accounting and in consultation with its auditors, Deloitte & Touche LLP (2004) and PricewaterhouseCoopers LLP (prior to 2004), the Company needs to delay the filing of its Form 10-K to further evaluate whether any changes are needed to its current accounting practices relating to the initial timing of recognition of straight lined rent.  The Company has not yet made a final determination of what adjustments, if any, may be required to its previously issued audited financial statements.  The Company is working diligently to complete its review of these matters.  However, due to the time involved in addressing these accounting issues, it was necessary for the Company to file this Form 12b-25.

 

In light of the above-described accounting issues, the Company is unable to state whether it is anticipated that any significant changes in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the Form 10-K.  The Company had previously reported results of operations for the quarter and year ended December 31, 2004 in a press release filed with the Company’s Form 8-K dated February 10, 2005.  These reported results of operations are subject to change upon completion of the Company’s evaluation of its accounting practices as described above.