8-K 1 d8k.htm FORM 8-K Form 8-K

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): April 7, 2007

 


THE MILLS CORPORATION

THE MILLS LIMITED PARTNERSHIP

(Exact name of registrant as specified in its charter)

 


 

Delaware

Delaware

 

1-12994

000-50694

 

52-1802283

52-1873369

(State or Other Jurisdiction

of Incorporation)

  (Commission File Number)  

(IRS Employer

Identification Number)

5425 Wisconsin Avenue

Suite 500

Chevy Chase, MD 20815

(Address of principal executive offices) (Zip Code)

Registrants’ telephone number, including area code: (301) 968-6000

Not applicable

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

 


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrants under any of the following provisions (see General Instruction A.2. below):

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 



THE MILLS CORPORATION

THE MILLS LIMITED PARTNERSHIP

 

Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

In connection with the previously disclosed merger on April 3, 2007 of SPG-FCM Acquisition, Inc., a subsidiary of SPG-FCM Ventures, LLC, a joint venture between an entity owned by Simon Property Group, Inc. and funds managed by Farallon Capital Management, L.L.C., with and into The Mills Corporation (the “Company”), the Company gave notice, effective April 7, 2007, to Richard J. Nadeau, the Company’s Executive Vice President and Chief Financial Officer, that his employment with the Company would cease effective May 8, 2007. As a result, Mr. Nadeau is entitled to certain severance and other benefits substantially in the amounts described in a Schedule 14F-1 filed by the Company on March 19, 2007 under “Potential Payments Upon Termination or Change of Control—Effects of the Tender Offer and the Merger,” which description is incorporated herein by reference.

 

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SIGNATURES

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

 

THE MILLS CORPORATION
By:  

/s/ Mark S. Ordan

Name:   Mark S. Ordan
Title:   Chief Executive Officer and President
THE MILLS LIMITED PARTNERSHIP
By:   The Mills Corporation, its general partner
By:  

/s/ Mark S. Ordan

Name:   Mark S. Ordan
Title:   Chief Executive Officer and President

Date: April 12, 2007

 

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