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.
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this
Registration Statement on Form S-8 of our reports dated July 17,
2000 relating to the consolidated financial statements and
financial statement schedule of Resources Connection, Inc. and
its subsidiaries and our reports dated August 6, 1999 relating
to the financial statements and financial statement schedule of
Resources Connection LLC, which appear in Resources Connection,
Inc.'s S-1 Registration Statement (No. 333-45000).
/s/ PricewaterhouseCoopers LLP
Orange County, California
December 22, 2000
