X0202 3 2006-08-18 0 0000914713 MILLS CORP MLS 0001175707 FARALLON CAPITAL PARTNERS LP C/O FARALLON CAPITAL MANAGEMENT, L.L.C. ONE MARITIME PLAZA, SUITE 1325 SAN FRANCISCO CA 94111 0 0 1 1 Member of Group Owning 10% 0000886687 FARALLON CAPITAL INSTITUTIONAL PARTNERS L P C/O FARALLON CAPITAL MANAGEMENT, L.L.C. ONE MARITIME PLAZA, SUITE 1325 SAN FRANCISCO CA 94111 0 0 1 1 Member of Group Owning 10% 0001250077 DING CHUN R C/O FARALLON CAPITAL MANAGEMENT, L.L.C. ONE MARITIME PLAZA, SUITE 1325 SAN FRANCISCO CA 94111 0 0 1 1 Member of Group Owning 10% 0001245638 DUHAMEL WILLIAM F C/O FARALLON CAPITAL MANAGEMENT, L.L.C. ONE MARITIME PLAZA, SUITE 1325 SAN FRANCISCO CA 94111 0 0 1 1 Member of Group Owning 10% 0001245637 FRIED RICHARD B C/O FARALLON CAPITAL MANAGEMENT, L.L.C. ONE MARITIME PLAZA, SUITE 1325 SAN FRANCISCO CA 94111 0 0 1 1 Member of Group Owning 10% 0001245636 LANDRY MONICA R C/O FARALLON CAPITAL MANAGEMENT, L.L.C. ONE MARITIME PLAZA, SUITE 1325 SAN FRANCISCO CA 94111 0 0 1 1 Member of Group Owning 10% 0001245634 MELLIN WILLIAM F C/O FARALLON CAPITAL MANAGEMENT, L.L.C. ONE MARITIME PLAZA, SUITE 1325 SAN FRANCISCO CA 94111 0 0 1 1 Member of Group Owning 10% Common Stock, par value $0.01 per share 2789290 D Common Stock, par value $0.01 per share 2636475 D Common Stock, par value $0.01 per share 373000 D Common Stock, par value $0.01 per share 134885 D Common Stock, par value $0.01 per share 211350 D Common Stock, par value $0.01 per share 6145000 I See Footnotes Common Stock, par value $0.01 per share 6145000 I See Footnotes The entities and individuals identified in the footnotes of this Form 3 may be deemed members of a group holding equity securities of the Issuer. The filing of this Form 3 and any statements included herein shall not be deemed to be an admission that such entities and individuals are members of such group. Since the number of reporting persons that may be listed on a Form 3 is limited, the entities listed in footnotes (5) through (8) of this Form 3 and Stephen L. Millham, Jason E. Moment, Rajiv A. Patel, Derek C. Schrier, Thomas F. Steyer and Mark C. Wehrly, each as listed in footnote (9) of this Form 3, are filing a separate Form 3 on the same date as the filing of this Form 3 as reporting persons with respect to the securities described in this Form 3 (the "Parallel Form 3"). Although certain of the entities and individuals identified in footnote (1) of this Form 3 above are not reporting persons, information regarding them is included on this Form 3 for purposes of clarification and convenience only. Such information is duplicative of the information reported by them in the Parallel Form 3. The amount of securities shown in this row is owned directly by Farallon Capital Partners, L.P. ("FCP"). The amount of securities shown in this row is owned directly by Farallon Capital Institutional Partners, L.P. ("FCIP"). The amount of securities shown in this row is owned directly by Farallon Capital Institutional Partners II, L.P. ("FCIP II"). The amount of securities shown in this row is owned directly by Farallon Capital Institutional Partners III, L.P. ("FCIP III"). The amount of securities shown in this row is owned directly by Tinicum Partners, L.P. ("Tinicum", and together with FCP, FCIP, FCIP II and FCIP III, the "Farallon Funds"). Farallon Partners, L.L.C. ("FPLLC"), as the general partner to each of the Farallon Funds, may be deemed to be the beneficial owner of the Issuer's securities held by each of the Farallon Funds. The amount of securities shown in this row is owned directly by the Farallon Funds. Each of Chun R. Ding, William F. Duhamel, Richard B. Fried, Monica R. Landry, William F. Mellin, Stephen L. Millham, Jason E. Moment, Rajiv A. Patel, Derek C. Schrier and Mark C. Wehrly (collectively, the "Managing Members"), as a managing member of FPLLC, and Thomas F. Steyer ("Steyer"), Senior Managing Member of FPLLC, may be deemed to be a beneficial owner of the Issuer's securities held by the Farallon Funds as reported in this Form 3. FPLLC disclaims any beneficial ownership of any of the Issuer's securities reported or noted herein for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934, as amended (the "Act"), or otherwise, except as to securities representing its pro rata interest in, and interest in the profits of, the Farallon Funds. Each of the Individuals referred to in footnote (9) of this Form 3 disclaims any beneficial ownership of any of the Issuer's securities reported or noted herein for purposes of Rule 16a-1(a) under the Act or otherwise. /s/ Monica R. Landry as attorney-in-fact and/or authorized signer for each of the reporting persons listed in footnotes (3) and (4). 2006-08-28 /s/ Monica R. Landry, on her own behalf, and as attorney-in-fact and/or authorized signer for each of Chun R. Ding, William F. Duhamel, Richard B. Fried and William F. Mellin. 2006-08-28 . 2006-08-28 . 2006-08-28 . 2006-08-28 . 2006-08-28 . 2006-08-28