SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
__________________
FORM 11-K
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, 2000
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, 2000, 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 28th day of
June 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
THE MACERICH
PROPERTY MANAGEMENT COMPANY
PROFIT SHARING PLAN AND TRUST
FINANCIAL STATEMENTS
DECEMBER 31, 2000
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 4-9
Supplementary Information 10-11
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, 2000
and 1999, and the related statement of changes in net assets
available for benefits for the years ended December 31, 2000.
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, 2000 and 1999, and the changes in
the net assets available for benefits for the years ended
December 31, 2000 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
June 25, 2001
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THE MACERICH PROPERTY MANAGEMENT COMPANY
PROFIT SHARING PLAN AND TRUST
STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
DECEMBER 31, 2000 AND 1999
- --------------------------------------------------------------
ASSETS
December 31
2000 1999
---- ----
INVESTMENTS, at fair value
Alger Capital Appreciation Fund $ 205,560 $
Fidelity Puritan Fund 123 1,345,927
Fidelity Growth and Income Fund 3,905,734 4,179,753
Goldman Sachs Capital Growth Fund 466,366 195,232
Macerich Common Stock Fund 124,402 60,579
Putnam Global Growth Fund 2,570,965 3,500,994
Reliastar Balanced Value Fund 1,523,703
Reliastar Fixed Interest Fund 1,703,328 1,495,387
Salomon Brothers Capital Fund 409,337 43,051
---------- ----------
10,909,518 10,820,923
---------- ----------
RECEIVABLES
Employer contribution 926,717 832,881
Participants' contributions
---------- -----------
$ 926,717 832,881
----------- -----------
$11,836,235 $11,653,804
----------- -----------
LIABILITIES
BENEFITS PAYABLE
----------- -----------
NET ASSETS AVAILABLE FOR PLAN BENEFITS $11,836,235 $11,653,804
=========== ===========
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, 2000
- --------------------------------------------------------------
For the Year Ended
December 31, 2000
------------------
ADDITIONS TO NET ASSETS ATTRIBUTED TO:
Employer contribution $ 926,717
Participants' contribution 1,545,250
Investment income:
Dividend and interest income 76,243
Net (depreciation) appreciation of
fair value of investments (1,159,297)
-------------
1,388,913
-------------
DEDUCTIONS FROM NET ASSETS ATTRIBUTED TO:
Benefits paid to participants 1,206,482
-------------
NET INCREASE IN PLAN NET ASSETS 182,431
NET ASSETS AVAILABLE FOR PLAN BENEFITS:
BEGINNING OF YEAR 11,653,804
-------------
END OF YEAR $ 11,836,235
=============
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.
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 plan was amended on December 1,
2000 to change the plan entry periods. Effective January 1,
2001, an eligible employee may enter the Plan on January 1, April
1, July 1 or October 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 2000 and 1999 the Company contributed
three percent (3%) of the participants' compensation totaling
$926,717 and $832,881, 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 is 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 became 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 year ended December 31,
1999 forfeitures of $25,763 were allocated to eligible
participants' accounts. For the year ended December 31, 2000,
forfeitures of $31,069 were held in account in the Plan that have
not been allocated.
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 December 1, 2000, the Plan was amended
and restated. 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.
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, 2000 and 1999, 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 depreciation 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.
NOTE 3: INVESTMENTS
- --------------------
Participants may choose to direct the investments of their
accounts from the following:
Reliastar Fixed Interest Fund
- -----------------------------
This Fund provides investors with stable, long-term investment
growth with minimal risk. All money deposited into a certificate
earns a guaranteed rate of return, credited daily until maturity.
For 2000, interest rates ranged from 5.0% to 5.2%. The Fund
invests in corporate and government bonds as well as mortgage
backed securities. To maintain liquidity the Fund holds a
portion of assets in cash and cash equivalents.
- --------------------------------------------------------------
THE MACERICH PROPERTY MANAGEMENT COMPANY
PROFIT SHARING PLAN AND TRUST
NOTES TO FINANCIAL STATEMENTS
(CONTINUED)
- --------------------------------------------------------------
NOTE 3: INVESTMENTS (CONTINUED)
Reliastar Balanced Value Fund
- -----------------------------
This Fund invests in both fixed income securities and common
stocks with an overall objective to provide a combination of
growth of capital and investment income. The Fund may invest up
to 25% of total assets in lower grade high-yield securities or
junk bonds. To provide liquidity, the Fund also holds a portion
of its assets in various types of U.S. Government securities and
money market instruments.
Alger Capital Appreciation Fund
- -------------------------------
This Fund seeks long-term capital appreciation. The Fund normally
invests at least 85% of assets in equity securities issued by
companies of any size. Convertible securities acquired by the
fund must be rated A or better. The Fund generally maintains up
to 15% of assets in money-market instruments and repurchase
agreements.
Goldman Sachs Capital Growth Fund
- ---------------------------------
This Fund seeks to provide long-term growth of capital by
investing at least 90% of its assets in a diversified portfolio
of equity securities of well-known companies with strong brand
franchises. While the Fund primarily invests in publicly traded
U.S. securities it may invest up to 10% of its total assets in
foreign securities.
Fidelity Growth & Income Fund
- -----------------------------
This Fund seeks long-term capital growth, current income and
growth of income, consistent with reasonable investment risk.
The Fund invests in securities of companies which offer growth of
earnings potential while paying current dividends. This may
include any combination of common stock, convertible securities,
preferred stock and fixed income securities.
Putnam Global Growth Fund
- -------------------------
This Fund seeks to limit the risks of currency fluctuations and
political events by spreading its investments among countries
around the world including the United States. Putnam's growth
portfolio analysts seeks to identify companies with a strong
growth potential for having above average growth over time.
Salomon Brothers Capital Fund
- -----------------------------
This Fund seeks capital appreciation through investments
primarily in common stock, or securities convertible into common
stock, which are believed to have above average price
appreciation potential and which may also involve above average
risk. The Fund invests in the stocks of well known companies,
relatively small and newer companies as well as in new issues and
may be subject to wide fluctuations in market value.
Macerich Common Stock Fund
- --------------------------
This Fund seeks capital appreciation and dividend income through
investment in common stock of The Macerich Company. The Fund
allows Plan members the ability to participate in the ownership
of their employer's common stock.
- --------------------------------------------------------------
THE MACERICH PROPERTY MANAGEMENT COMPANY
PROFIT SHARING PLAN AND TRUST
NOTES TO FINANCIAL STATEMENTS
(CONTINUED)
- --------------------------------------------------------------
NOTE 3: INVESTMENTS (CONTINUED)
The following presents investments that represent 5 percent or
more of the Plan's net assets as of December 31, 2000.
Fidelity Growth and Income Fund $ 3,905,734
Putnam Global Growth Fund $ 2,570,965
Reliastar Balanced Value Fund $ 1,523,703
Reliastar Fixed Interest Funds $ 1,703,328
NOTE 4: PLAN TERMINATION
- -------------------------
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.
The agreement with the Reliastar provides for termination fees
should the Company terminate the Plan or change custodians prior
to meeting certain conditions as defined in the agreement.
- --------------------------------------------------------------
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
SCHEDULE OF ASSETS (HELD AT YEAR END)
DECEMBER 31, 2000
- --------------------------------------------------------------
Identity
of Issuer Description of Investment Market Value
- ---------- ------------------------- ------------
Alger Alger Capital Appreciation Fund $ 205,560
Fidelity Fidelity Puritan Fund 123
Fidelity Fidelity Growth and Income Fund 3,905,734
Goldman Sachs Goldman Sachs Capital Growth Fund 466,366
Macerich* Macerich Common Stock Fund 124,402
Putnam Putnam Global Growth Fund 2,570,965
Reliastar* Reliastar Balanced Value Fund 1,523,703
Reliastar* Reliastar Fixed Interest Fund 1,703,328
Salomon
Brothers Salomon Brothers Capital Fund 409,337
-------------
$ 10,909,518
=============
*Indicates a party-in-interest
The accompanying notes are an integral part of this supplemental
Schedule.
Exhibit 23
CONSENT OF INDEPENDENT ACCOUNTANTS
The Macerich Company
401 Wilshire Boulevard, Suite 700
Santa Monica, California 90401
We consent to the incorporation by reference in the
registration statements of The Macerich Company on Form S-3
(File No. 333-21157), Form S-3 (File No. 333-38721), Form S-
3 (File No. 333-80129) and Forms S-8 of our report dated
June 25, 2001, on our audits of the financial statements and
supplemental schedule of The Macerich Property Management
Company Profit Sharing Plan as of December 31, 2000 and for
the year then ended, which report is included in the Annual
Report on Form 11-K.
/s/ Holthouse Carlin & Van Trigt LLP
Holthouse Carlin & Van Trigt LLP
Los Angeles, California
June 25, 2001