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CHEVY CHASE, MD-Embattled Mills Corp. needs an additional three to four weeks to file its Form 10-K with the Securities and Exchange Commission. The company had hoped to file that form yesterday or today. After the 10-K is given to the SEC, Mills then expects to file its first, second and third quarter 2006 Form 10-Qs with the SEC.
In a Sept. 15 Form 8-K filing Mills reported that it believed it would file its 2005 Form 10-K on or about Oct. 31, 2006. Mills targeted this date assuming it would have completed restating prior years' financial statements, and that an independent investigation into various accounting issues being conducted by the company's board of directors, Audit Committee and its counsel Gibson, Dunn & Crutcher LLP, would be complete. Also, an audit of its 2005 financial statements conducted by Ernst & Young LLP was expected to be complete.
As it turned out the investigations were more complex than originally expected, but now appear to be coming to a close. According to a statement by the company, the audit committee has been informally briefed on the anticipated findings of the investigation. The new ETA for the investigation results is mid-November, the company says.It has been a roller coaster ride for Mills over the last year as news about accounting irregularities, government investigations, missed project deadlines and overestimated costs inundated shareholders. The company has made strides to recovery in recent months. A month ago it completed the sale of its interests in its three foreign assets, Vaughan Mills in Ontario, Canada; St. Enoch Centre in Glasgow, Scotland; and Madrid Xanadu in Spain to Ivanhoe Cambridge Inc. for about $988 million, generating proceeds of about $500 million before transaction costs.
Last week it received an offer by Israeli real estate firm Gazit-Globe Ltd. to invest up to $1.2 billion in the firm, which it is considering. In an SEC filing, Gazit-Globe reported it had acquired 9% of Mills' shares. It does not want Mills to sell all or parts of its remaining assets at what most likely would be distressed prices. Rather it would prefer the company to recapitalize.
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