11-K/A 1 form11k.txt SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 __________________ FORM 11-K/A FIRST AMENDMENT TO ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED, EFFECTIVE OCTOBER 7, 1996]. For the fiscal year ended December 31, 1999 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]. For the transition period from _______ to _______ Commission file number: 1-12504 A. Full title of the plan and the address of the plan, if different from that of the issuer named below: The Macerich Property Management Company Profit Sharing Plan B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office: The Macerich Company 401 Wilshire Boulevard, Suite 700 Santa Monica, California 90401 REQUIRED INFORMATION The Macerich Property Management Company Profit Sharing Plan (the "Plan") is subject to the Employee Retirement Income Security Act of 1974 ("ERISA"). Therefore, in lieu of the requirements of Items 1-3 of Form 11-K, the financial statements and schedules of the Plan for the fiscal year ended December 31, 1999, which have been prepared in accordance with the financial reporting requirements of ERISA, are filed herewith and incorporated herein by this reference. The written consent of Holthouse Carlin & Van Trigt LLP with respect to the annual financial statements of the Plan is filed as Exhibit 23 to this Annual Report. SIGNATURES The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf on this 22nd day of January, 2001, by the undersigned hereunto duly authorized. THE MACERICH PROPERTY MANAGEMENT COMPANY PROFIT SHARING PLAN By: /s/ Richard A. Bayer ------------------------------- Richard A. Bayer, Trustee By: /s/ Arthur M. Coppola ------------------------------- Arthur M. Coppola, Trustee By: /s/ Thomas E. O'Hern -------------------------------- Thomas E. O'Hern, Trustee [START] THE MACERICH PROPERTY MANAGEMENT COMPANY PROFIT SHARING PLAN AND TRUST FINANCIAL STATEMENTS DECEMBER 31, 1999 WITH INDEPENDENT AUDITORS' REPORT AND SUPPLEMENTARY INFORMATION INDEX TO FINANCIAL STATEMENTS Page Independent Auditors' Report................................... 1 Statements of Net Assets Available for Plan Benefits............2 Statement of Changes in Net Assets Available for Plan Benefits..3 Notes to Financial Statements.................................4-7 Supplementary Information.....................................8-9 HOLTHOUSE CARLIN & VAN TRIGT LLP Certified Public Accountants A Limited Liability Partnership Including Professional Corporations INDEPENDENT AUDITORS' REPORT To the Administrative Committee of The Macerich Property Management Company Profit Sharing Plan and Trust: We have audited the accompanying statements of net assets available for benefits of The Macerich Property Management Company Profit Sharing Plan and Trust as of December 31, 1999 and 1998, and the related statement of changes in net assets available for benefits for the year ended December 31, 1999. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial status of The Macerich Property Management Company Profit Sharing Plan and Trust Plan as of December 31, 1999 and 1998, and the changes in the net assets available for benefits for the year ended December 31, 1999 in conformity with generally accepted accounting principles. Our audits were performed for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedule, as listed in the accompanying index, is presented for the purpose of additional analysis and is not a required part of the basic financial statements, but is supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The supplemental schedule is the responsibility of the Plan's management. The supplemental schedule has been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole. /s/ Holthouse Carlin & Van Trigt LLP Los Angeles, California December 20, 2000 11845 West Olympic Boulevard Suite 1177, West Tower, Los Angeles, California 90064 4550 E. Thousand Oaks Blvd. Suite 200 Westlake Village, California 91362 100 Oceangate Suite 1180 Long Beach, California 90802 THE MACERICH PROPERTY MANAGEMENT COMPANY PROFIT SHARING PLAN AND TRUST STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS DECEMBER 31, 1999 AND 1998
ASSETS December 31 ---------------------- - 1999 1998 ----------- --------- -- INVESTMENTS, at fair value Fidelity Puritan Fund $1,345,927 $1,134,706 Fidelity Growth and Income Fund 4,179,753 3,561,390 Goldman Sachs Capital Growth Fund 195,232 - - Macerich Common Stock Fund 60,579 - - Putnam Global Growth Fund 3,500,994 1,891,605 Reliastar Fixed Interest Fund 1,495,387 1,110,157 Salomon Brothers Capital Fund 43,051 - - ----------- --------- -- 10,820,923 7,697,858 ----------- --------- -- RECEIVABLES Employer contribution 832,881 611,320 Participants' contributions -- 1,043 ----------- --------- -- 832,881 612,363 ----------- --------- -- 11,653,804 8,310,221 ----------- --------- -- LIABILITIES BENEFITS PAYABLE -- - - ----------- --------- -- NET ASSETS AVAILABLE FOR PLAN BENEFITS $11,653,804 $8,310,221 =========== =========== The accompanying notes are an integral part of these statements.
THE MACERICH PROPERTY MANAGEMENT COMPANY PROFIT SHARING PLAN AND TRUST STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS FOR THE YEAR ENDED DECEMBER 31, 1999 For the Year Ended December 31, 1999 ADDITIONS TO NET ASSETS ATTRIBUTED TO: Employer contribution $832,881 Participants' contribution 1,191,063 Investment income: Dividend and interest income 76,187 Net appreciation of fair value of investments 1,701,569 ---------- 3,801,700 ---------- DEDUCTIONS FROM NET ASSETS ATTRIBUTED TO: Benefits paid to participants 458,117 --------- NET INCREASE IN PLAN NET ASSETS 3,343,583 NET ASSETS AVAILABLE FOR PLAN BENEFITS: BEGINNING OF YEAR 8,310,221 --------- END OF YEAR $11,653,804 ===========
The accompanying notes are an integral part of these statements. THE MACERICH PROPERTY MANAGEMENT COMPANY PROFIT SHARING PLAN AND TRUST NOTES TO FINANCIAL STATEMENTS NOTE 1: DESCRIPTION OF PLAN The following description of The Macerich Property Management Company Profit Sharing Plan and Trust (the "Plan") provides only general information. Participants should refer to the Plan agreement for a more complete description of the Plan's provisions. General The Plan, which was originally adopted on January 1, 1984, is a defined contribution pension plan covering substantially all employees of The Macerich Property Management Company (the "Company" and the "Plan Administrator"). The Plan is subject to regulations set forth by the Department of Labor under the Employee Retirement Income Security Act of 1974 ("ERISA"). Effective January 1, 1995, the Plan was amended to include a participant directed 401(k) option for employees. The Plan was restated and amended effective February 1, 1999 in order to increase the number of investment options provided to Plan Participants, as well as clarify the language of the Plan document. Effective April 1, 1999, the Plan was amended a second time to allow for the acceptance of "rollover" contributions from other qualified plans. Administration The Company has designated an Administrative Committee (the "Committee"), consisting of Richard Bayer, General Counsel, Arthur Coppola and Thomas O'Hern, officers of the Company. Among other duties, it is the responsibility of the Committee to select and monitor performance of investments and maintain certain administrative records. The committee approved Reliastar Retirement Plans (the "Custodial Trustee") to receive plan contributions from the Company and invest and safeguard the Plan's assets held for investment purposes as directed by the committee. Effective March 1, 1998, the committee appointed Frailey & Associates, Inc. ("Frailey") to assist in administration of the Plan and perform record keeping services. Prior to March 1, 1998, administrative assistance and record keeping services were provided to the Plan by Louis Kravitz & Associates, Inc. ("Kravitz"). The change in third party administrators was necessitated by Kravitz' decision to exit the business of record keeping. Trustee In accordance with the provisions of the Plan, all members of the Committee act as the Trustees of the Plan. The Trustee's primary duties are to receive contributions, invest assets and pay benefits. Employee Participation and Eligibility All employees of the Company may become eligible to participate in the Plan, provided the employee is twenty-one years of age, has completed one year of employment during which at least 1,000 hours of service were provided, and is not covered by a collective bargaining agreement which has made retirement benefits available. An eligible employee may enter the Plan on the January 1 or July 1 which follows satisfaction of the eligibility requirements. THE MACERICH PROPERTY MANAGEMENT COMPANY PROFIT SHARING PLAN AND TRUST NOTES TO FINANCIAL STATEMENTS (CONTINUED) NOTE 1: DESCRIPTION OF PLAN (CONTINUED) Employee Participation and Eligibility, Continued Effective July 1, 1997, the Plan was amended to give employees of newly acquired properties credit for years of service earned prior to Macerich's ownership. If this credit for prior service allows the acquisition employee to meet Plan eligibility requirements, they are granted the option of entering the Plan on the first day of the month following the completion of their ninety day probationary period. Any employee has the option to be excluded from the Plan. Contributions The Company may make contributions to the Plan from the net profits of the current year and accumulated earnings from prior years, in one or more installments. The formula for calculating the contributions in any year is discretionary and determined by the Company. In no event shall the contribution by the Company exceed fifteen percent (15%) of the participants' compensation for any Plan year. In 1999 and 1998 the Company contributed three percent (3%) of the participants' compensation totaling $832,881 and $615,087, respectively. Vesting Provisions A participant is fully vested in his/her contributions to the Plan. A participant vests in Company contributions, twenty percent (20%) after three years of service, and vests an additional twenty percent (20%) per year at the end of years four through seven. The participant will be fully vested at the end of seven years of service. Service is calculated using all years of service. Additional vesting provisions are as follows: - Retirement and death - a participant will be 100% vested upon: - Retirement on or after normal retirement date; - Death prior to termination of employment; or - Permanent disability prior to termination of employment. The Plan was amended on December 1, 2000 to change the vesting provisions. Company contributions to the plan will become 100% vested as of January 1, 2001. Forfeitures A participant forfeits all non-vested benefits upon terminating employment prior to becoming 100% vested in their profit sharing account if he/she receives a distribution of all vested benefits. If no distributions are made upon termination, a participant forfeits all non-vested benefits after five consecutive breaks in service have occurred. A break in service is any Plan year with less than 501 hours of service. Forfeitures are generally added to the profit sharing contributions made by the Company for the following plan year, and allocated proportionately to all eligible participants based on pay. THE MACERICH PROPERTY MANAGEMENT COMPANY PROFIT SHARING PLAN AND TRUST NOTES TO FINANCIAL STATEMENTS (CONTINUED) NOTE 1: DESCRIPTION OF PLAN (CONTINUED) Allocation of Contributions and Earnings All contributions and forfeitures shall be allocated to the account of each participant with 1,000 hours of service and employed by the Company on the last day of such Plan year. Allocations are based on the ratio of the participant's compensation for the Plan year to the total of the compensation of all participants in the Plan. For the years ended December 31, 1999 and 1998, forfeitures of $25,763 and $33,304 respectively, were allocated to eligible participants accounts. Earnings are allocated to all participants in the Plan with a balance at the beginning of the Plan year based on the ratio of the participant's balance to the total of all the participants' balances. - Vested service - A participant shall be credited with one year of vested service for each Plan year during which he/she has completed 1,000 hours of service, including years worked before entering the Plan. Benefit Payments The benefits to be paid to the participant or to his/her beneficiary shall depend on the time and basis for termination of the participant's employment as follows: - Upon retirement, death, or becoming permanently disabled, the participant or his/her designated beneficiary will be given the option to receive payment in one of the following forms: - Single lump sum distribution equal to the value of his/her account; or - Periodic payments over a period not to exceed participant's life expectancy; or - Purchase of an annuity. Upon termination of service, a participant will be paid his or her vested account balance no later than sixty days after the plan year in which the participant incurs the break in service, or earlier if the Committee so designates. Tax Status The Internal Revenue Service has issued a determination letter dated March 6, 1991, under Section 401(a) of the Internal Revenue Code, the Plan is qualified and the Trust established under the Plan is exempt from Federal income taxes under the provision of Section 501(a). The Plan has been amended since receiving the first determination letter. The Plan obtained its latest determination letter on July 18, 1995, in which the Internal Revenue Service stated that the Plan, as amended, is in compliance with the applicable requirements of the Internal Revenue Code. Effective February 1, 1999, the Plan was amended and restated. In connection with this, the Plan has applied for a new determination letter. The Plan Administrator believes the Plan, as amended, is currently being operated in compliance with applicable requirements of the Internal Revenue Code and is exempt from income taxes. THE MACERICH PROPERTY MANAGEMENT COMPANY PROFIT SHARING PLAN AND TRUST NOTES TO FINANCIAL STATEMENTS (CONTINUED) NOTE 1: DESCRIPTION OF PLAN (CONTINUED) Pension Benefit Guaranty Benefits provided by the Plan are not insured by the Pension Benefit Guaranty Corporation (PBGC) under Title IV of ERISA, as ERISA's insurance provisions are not applicable to the Plan. Termination of the Plan Although it has not expressed any intent to do so, the Company has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA. In the event of plan termination, participants will become 100 percent vested in their accounts. Plan Expenses All administrative expenses of the Plan are paid by the Company, or, at the election of the Company, from the Plan trust fund. For the years ended December 31, 1999 and 1998, there were no administrative expenses paid from the Plan trust fund. The investment options have certain management fees which reduce the overall return on assets. The net return on investments is reflected net of the management fees. NOTE 2: SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying financial statements have been prepared using the accrual basis of accounting. Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Concentration of Risk The Plan has exposure to risk to the extent that its investments are subject to market fluctuations that may materially affect the value of the investment balances. THE MACERICH PROPERTY MANAGEMENT COMPANY PROFIT SHARING PLAN AND TRUST EIN 95-4203908 PLAN NO. 001 SUPPLEMENTARY INFORMATION SCHEDULES PROVIDED PURSUANT TO THE DEPARTMENT OF LABOR RULES AND REGULATIONS Note: Certain schedules required under the Employee Retirement Income Security Act of 1974 have been omitted as they are not applicable. THE MACERICH PROPERTY MANAGEMENT COMPANY PROFIT SHARING PLAN AND TRUST EIN 95-4203908 PLAN NO. 001 AS OF DECEMBER 31, 1999 Identity of Issuer Description of Investment Market Value ---------------- ------------------------------- ------------- Fidelity Fidelity Puritan Fund $1,345,927 Fidelity Fidelity Growth and Income Fund 4,179,753 Goldman Sachs Goldman Sachs Capital Growth Fund 195,232 Macerich* Macerich Common Stock Fund 60,579 Putman Putnam Global Growth Fund 3,500,994 Reliastar* Reliastar Fixed Interest Fund 1,495,387 Salomon Brothers Salomon Brothers Capital Growth 43,051 --------- $10,820,923 =========== *Indicates a party-in-interest
The accompanying notes are an integral part of this supplemental schedule.