<PAGE>
================================================================================
As filed with the Securities and Exchange Commission on October 27, 1999
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
FOR ANNUAL REPORTS OF EMPLOYEE STOCK PURCHASE,
SAVINGS AND SIMILAR PLANS PURSUANT TO SECTION 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
(Mark One)
[x] ANNUAL REPORT PURSUANT TO SECTION 15(D) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the fiscal year ended April 30, 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: 1-10899
A. Full title of the plan and the address of the plan, if different
from that of the issuer named below:
KIMCO REALTY CORP. 401(k) PLAN
B. Name of issuer of the securities held pursuant to the plan and
the address of it principal executive office:
KIMCO REALTY CORPORATION
3333 NEW HYDE PARK RD, SUITE 100
NEW HYDE PARK, NY 11042
================================================================================
<PAGE>
KIMCO REALTY CORP. 401(k) PLAN
INDEX TO FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES
<TABLE>
<CAPTION>
Page
<S> <C>
Report of Independent Accountants................................................. 1
Statements of Net Assets Available for Benefits as of April 30, 1999 and 1998..... 2
Statements of Changes in Net Assets Available for Benefits for the fiscal years
ended April 30, 1999 and 1998 ................................................... 3
Notes to Financial Statements..................................................... 4-10
Schedule I - Line 27a - Supplemental Schedule of Assets Held for Investment
Purposes as of April 30, 1999..................................................... 11
Schedule II - Line 27d - Supplemental Schedule of Reportable Transactions
for the year ended April 30, 1999................................................. 12
</TABLE>
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
---------------------------------
To the Participants and Administrator of
Kimco Realty Corp. 401(k) Plan:
In our opinion, the accompanying statements of net assets available for benefits
and the related statements of changes in net assets available for benefits
present fairly, in all material respects, the net assets available for benefits
of Kimco Realty Corp. 401(k) Plan (the "Plan") at April 30, 1999 and 1998, and
the changes in net assets available for benefits for the years then ended, in
conformity with generally accepted accounting principles. 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 of these statements in accordance with generally accepted
auditing standards, which 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, assessing the
accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for the opinion expressed above.
Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules of assets held
for investment purposes and reportable transactions included in pages 11 and 12
are presented for the purpose of additional analysis and are not a required part
of the basic financial statements but are 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. These supplemental
schedules are the responsibility of the Plan's management. The supplemental
schedules have been subjected to the auditing procedures applied in the audits
of the basic financial statements, and in our opinion, are fairly stated in all
material respects in relation to the basic financial statements taken as a
whole.
/s/ PRICEWATERHOUSECOOPERS LLP
New York, New York
September 27, 1999
1
<PAGE>
KIMCO REALTY CORP. 401(k) PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
APRIL 30, 1999 AND 1998
<TABLE>
<CAPTION>
1999 1998
----------- -----------
<S> <C> <C>
Assets
Investments at fair value:
Collective trust $ 1,667,404 $ 1,320,519
Mutual funds 4,634,763 3,668,680
Common stock 1,265,124 1,055,280
Loans to participants 229,889 188,558
Contributions receivable:
Participant 70,648 43,954
Employer 56,397 28,468
----------- -----------
NET ASSETS AVAILABLE
FOR PLAN BENEFITS $ 7,924,225 $ 6,305,459
=========== ===========
</TABLE>
The accompanying notes are an integral part of these financial statements.
2
<PAGE>
KIMCO REALTY CORP. 401(k) PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
YEARS ENDED APRIL 30, 1999 AND 1998
<TABLE>
<CAPTION>
1999 1998
----------- -----------
<S> <C> <C>
Additions to net assets:
Contributions:
Participants' salary deferral $ 588,571 $ 410,537
Employer matching of salary
deferral 396,784 262,464
Participants' rollover 147,795 58,578
Transfers in from Price REIT 923,642 -
----------- -----------
2,056,792 731,579
----------- -----------
Investment income:
Net (depreciation) appreciation
in fair value of investments (360,093) 557,838
Interest and dividends 300,365 350,832
----------- -----------
(59,728) 908,670
----------- -----------
Other receipts and credits 2,973 -
----------- -----------
Total additions 2,000,037 1,640,249
----------- -----------
Deductions from net assets:
Benefits paid to participants (378,283) (577,386)
Other disbursements (2,988) (7,205)
----------- -----------
Total deductions (381,271) (584,591)
----------- -----------
Net increase 1,618,766 1,055,658
Net assets available for plan
benefits:
Beginning of year 6,305,459 5,249,801
----------- -----------
End of year $ 7,924,225 $ 6,305,459
=========== ===========
</TABLE>
The accompanying notes are an integral part of these financial statements.
3
<PAGE>
KIMCO REALTY CORP. 401(k) PLAN
NOTES TO FINANCIAL STATEMENTS
1. DESCRIPTION OF PLAN:
The following description of the Kimco Realty Corp. 401(k) Plan (the
"Plan") provides only general information. Participants should refer to the
Plan agreement for a more comprehensive description of the Plan's
provisions.
General - The Plan was established on March 1, 1984 as a defined
contribution plan covering all eligible employees of Kimco Realty
Corporation (the "Company") who have completed one year of service and are
age eighteen or older. The Plan was last amended on July 1, 1994 to comply
with the Tax Reform Act of 1986 and subsequent legislation. Eligible
employees may elect to participate in the Plan on the first day of the
month, after their first year of service. The Plan is subject to the
applicable provisions of the Employee Retirement Income Security Act of
1974 ("ERISA").
Plan Merger - Effective March 1, 1999 the TRS of Price REIT, Inc. ("Price
REIT 401(k) Plan") was merged into and became part of the Plan. Each
individual who was a participant in the Price REIT 401(k) Plan became a
participant in the Plan.
Contributions - Each year, participants may contribute up to 10 percent of
pre-tax annual compensation, as defined in the Plan. A participant's total
contributions may not exceed an amount determined by the Internal Revenue
Service each calendar year ($10,000 in 1999 and 1998, respectively, and
$9,500 in 1997). The participants may change their percentage contribution
election monthly. The Company matches participants' contributions annually
up to 5% of base compensation subject to IRS limitations. In addition to
the matching contribution, the Company may make a discretionary
contribution which is determined and approved by the Company's board of
directors annually. No discretionary contribution payments were made for
the fiscal years ended April 30, 1999 and 1998. All Company contributions
are invested based upon participant account elections.
Participant accounts - Each participant's account is credited with the
participant's contribution and allocations of the Company's contribution
and Plan earnings.
Vesting - Participants are immediately vested in their voluntary and
Company matching contributions plus actual earnings thereon.
Investment options - Upon enrollment in the Plan, participants may direct
their contributions into any one of the following fourteen investment
options for the fiscal year ended April 30, 1999 and six investment options
for the fiscal year ended April 30, 1998.
Year ended April 30, 1999
-------------------------
1) Merrill Lynch Corporate Bond Fund, Inc.
2) Merrill Lynch S&P 500 Index Fund
3) Merrill Lynch Basic Value Fund, Inc.
4) Merrill Lynch Capital Fund, Inc.
5) Merrill Lynch Fundamental Growth Fund
6) Merrill Lynch Global Allocation Fund, Inc.
7) Merrill Lynch Retirement Preservation Trust
4
<PAGE>
KIMCO REALTY CORP. 401(k) PLAN
NOTES TO FINANCIAL STATEMENTS
(continued)
8) Merrill Lynch Growth Fund
9) Alliance Premiere Growth Fund
10) AIM Blue Chip Fund
11) AIM International Equity Fund
12) Massachusetts Investors Trust
13) MFS Emerging Growth Fund
14) Kimco Realty Corporation - Common Stock
Year ended April 30, 1998
-------------------------
1) Merrill Lynch Corporate Bond Fund, Inc.
2) Merrill Lynch Capital Fund, Inc.
3) Merrill Lynch Global Allocation Fund, Inc.
4) Merrill Lynch Retirement Preservation Trust
5) Merrill Lynch Growth Fund
6) Kimco Realty Corporation - Common Stock
Participants may change their investment options daily.
Loans to Participants - Participants may borrow from their fund accounts,
an amount aggregating the lesser of 50% of the total account balance or
$50,000. Participants may have only one loan outstanding at a time. Loan
terms range from one to five years or a reasonable period of time greater
than 5 years for the purchase of a principal residence. The loans are
collateralized by the balance in the participant's account and bear
interest at the prime rate plus 0.5%. The interest rate must be one that a
bank or other professional lender would charge for making a loan in similar
circumstance. The interest rate for loans outstanding at April 30, 1999 and
1998 ranged from 8.25% to 9%.
Payment of benefits - Upon termination of service due to death, total and
permanent disability, or retirement, a participant may elect to either
receive a lump-sum amount equal to the value of the participant's vested
interest in his or her account or select the installment plan, provided the
participant's account balance exceeds $3,500. For termination of service
due to other reasons, a participant may receive the value of his or her
account as a lump-sum distribution.
2. SUMMARY OF ACCOUNTING POLICIES:
Basis of Accounting
The financial statements of the Plan are prepared under the accrual method
of accounting in conformity with generally accepted accounting principles
("GAAP").
Estimates
The preparation of financial statements in conformity with GAAP requires
management to make estimates and assumptions that affect the reported
5
<PAGE>
KIMCO REALTY CORP. 401(k) PLAN
NOTES TO FINANCIAL STATEMENTS
(continued)
amounts of net assets available for benefits and disclosure of commitments
at the date of the financial statements and the changes in net assets
available for benefits during the reporting period. Actual results could
differ from those estimates.
Investment Valuation and Income Recognition
Mutual fund, common stock investments and collective trusts are stated at
fair market value as determined by quoted market prices. Participant loans
are valued at cost, which approximates fair value.
Purchases and sales of securities are recorded on a trade-date basis.
Interest income is recorded on the accrual basis. Dividends are recorded on
the record date.
3. ASSETS HELD FOR INVESTMENT PURPOSES:
Merrill Lynch serves as trustee of the plan. The fair market value of the
following investments represent 5% or more of the Plan's net assets
available for plan benefits at April 30, 1999 and 1998:
<TABLE>
<CAPTION>
1999 1998
---- ----
<S> <C> <C>
Merrill Lynch Corporate Bond Fund, Inc. $ 673,429 $ 591,712
Merrill Lynch S&P 500 Index Fund $ 757,683 -
Merrill Lynch Capital Fund, Inc. $ 909,704 $1,037,096
Merrill Lynch Fundamental Growth Fund $ 539,073 -
Merrill Lynch Global Allocation Fund, Inc. - $ 328,699
Merrill Lynch Retirement Preservation Trust $1,667,404 $1,320,519
Merrill Lynch Growth Fund $ 768,389 $1,711,173
Kimco Realty Corporation Common Stock $1,265,124 $1,055,280
</TABLE>
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. In the event of Plan
termination, account balances will be distributed in accordance with Plan
provisions.
5. TAX STATUS:
The Plan has received a favorable determination letter, dated June 24,
1998, from the Internal Revenue Service that the Plan qualifies under
Section 401 (a) of the Internal Revenue Code and, therefore, has made no
provision for federal income taxes under the provisions of Section 501 (a).
6. RELATED PARTY TRANSACTIONS:
All administrative expenses and accounting fees of the Plan are paid by the
Company. Certain Plan investments are shares of mutual funds managed by
Merrill Lynch. Merrill Lynch is the trustee as defined by the Plan and
therefore, these transactions qualify as party-in-interest. The following
investment funds are sponsored by the Trustee:
Merrill Lynch Corp Bond Fund, Inc.
Merrill Lynch S&P Index Fund
Merrill Lynch Basic Value Fund, Inc.
Merrill Lynch Capital Fund, Inc.
Merrill Lynch Fundamental Growth Fund
Merrill Lynch Global Allocation Fund, Inc.
Merrill Lynch Retirement Preservation Trust
Merrill Lynch Growth Fund
6
<PAGE>
KIMCO REALTY CORP. 401(k) PLAN
NOTES TO FINANCIAL STATEMENTS
(continued)
In addition, investments are made in Kimco Realty Corporation common stock.
7. RECONCILIATON BETWEEN FINANCIAL STATEMENTS AND FORM 5500:
At April 30, 1999 and 1998, net assets available for plan benefits as
reported in the Form 5500 were less than net assets reported in the
financial statements because the financial statements included an asset for
contributions receivable in the amount $127,045 and $72,422, respectively,
which were not included in Form 5500.
8. NET ASSETS BY FUND:
Net assets of the Plan by fund as of April 30, 1999 are as follows:
<TABLE>
<CAPTION>
Kimco Realty Merrill Lynch Merrill Lynch Merrill Lynch Merrill Lynch
Corporation S&P Basic Value Capital Fund, Corp. Bond,
Common Stock Index Fund Fund Inc. Fund, Inc.
<S> <C> <C> <C> <C> <C>
Investments held by Trustee:
Collective trust
Mutual funds $757,683 $200,655 $909,704 $673,429
Common stock $1,265,124
Loans to participants
---------- -------- -------- -------- --------
1,265,124 757,683 200,655 909,704 673,429
Contributions receivable 14,264 24,521 4,792 12,438 10,882
---------- -------- -------- -------- --------
Net assets available for
benefits $1,279,388 $782,204 $205,447 $922,142 $684,311
========== ======== ======== ======== ========
</TABLE>
Net assets of the Plan by fund as of April 30, 1999 are as follows:
(Continued)
<TABLE>
<CAPTION>
Merrill Lynch Merrill Lynch
Merrill Lynch Global Retirement AIM
Fundamental Allocation, Presentation Merrill Lynch Blue Chip
Growth Fund Fund, Inc. Trust Growth Fund Fund
<S> <C> <C> <C> <C> <C>
Investments held by Trustee:
Collective trust $1,667,404
Mutual funds $539,073 $285,906 $768,389 $301,491
Common stock
Loans to participants
---------- -------- -------- -------- --------
539,073 285,906 1,667,404 768,389 301,491
Contributions receivable 35,111 8,354 14,573 - 1,214
---------- -------- -------- -------- --------
Net assets available for
benefits $574,184 $294,260 $1,681,977 $768,389 $302,705
========== ======== ========== ======== ========
</TABLE>
Net assets of the Plan by fund as of April 30, 1999 are as follows:
(Continued)
<TABLE>
<CAPTION>
AIM Massachusetts MFS Alliance
International Financial Emerging Premier
Equity Fund Investors Trust Growth Fund Growth Fund Loan Fund Total
<S> <C> <C> <C> <C> <C>
Investments held by Trustee:
Collective trust $1,667,404
Mutual funds $15,164 $40,349 $114,903 $28,017 4,634,763
Common stock 1,265,124
Loans to participants $229,889 229,889
------- ------- -------- ------- -------- ----------
15,164 40,349 114,903 28,017 229,889 7,797,180
Contributions receivables 9 199 289 399 - 127,045
------- ------- -------- ------- -------- ----------
Net assets available for
benefits $15,173 $40,548 $115,192 $28,416 $229,889 $7,924,225
======= ======= ======== ======= ======== ==========
</TABLE>
7
<PAGE>
KIMCO REALTY CORP. 401(k) PLAN
NOTES TO FINANCIAL STATEMENTS
(continued)
Net assets of the plan by fund as of April 30, 1998 are as follows:
<TABLE>
<CAPTION>
Merrill Lynch
Kimco Realty Merrill Lynch Retirement
Corporation Merrill Lynch Merrill Lynch Global Allocation Prevention
Common Stock Capital Fund Corporate Bond Fund Fund Trust
<S> <C> <C> <C> <C> <C>
Investments held by Trustee:
Collective trust $1,320,519
Mutual funds $1,037,096 $591,712 $328,699
Common stock $1,055,280
Loans to participants
---------- ---------- -------- -------- ----------
1,055,280 1,037,096 591,712 328,699 1,320,519
Contributions receivable 15,990 14,318 5,639 5,955 8,123
---------- ----------- -------- -------- ----------
Net assets available for
benefits $1,071,270 $1,051,414 $597,351 $334,654 $1,328,642
========== ========== ======== ======== ==========
</TABLE>
Net assets of the plan by fund as of April 30, 1998 are as follows:
(Continued)
<TABLE>
<CAPTION>
Merrill Lynch
Growth Fund Loan Fund Total
<S> <C> <C> <C>
Investments held by Trustee:
Collective trust $1,320,519
Mutual funds $1,711,173 3,668,680
Common stock 1,055,280
Loans to participants $188,558 188,558
---------- -------- ----------
1,711,173 188,558 6,233,037
Contributions receivable 22,397 72,422
---------- -------- ----------
Net assets available for
benefits $1,733,570 $188,558 $6,305,459
========== ======== ==========
</TABLE>
8
<PAGE>
KIMCO REALTY CORP. 401(k) PLAN
NOTES TO FINANCIAL STATEMENTS
(continued)
9. INVESTMENT FUND CHANGE:
A summary of changes in plan assets by fund for the year ended April 30, 1999
are as follows:
<TABLE>
<CAPTION>
Kimco Realty Merrill Lynch Merrill Lynch Merrill Lynch
Corporation S&P 500 Basic Value Merrill Lynch Corporate Bond
Common Stock Index Fund Fund Capital Fund Fund
<S> <C> <C> <C> <C> <C>
Plan assets at April 30, 1998 $ 1,071,270 $ - $ - $1,051,414 $597,351
Additions:
Participants' salary deferral 89,267 68,830 18,430 88,104 39,338
Employer matching 59,504 45,589 11,178 59,143 27,602
Participants' rollover 8,081 28,409 3,371 13,796 265
Transfers-in - - 50,993 87,663 56,849
Loan repayments 11,334 3,400 184 6,042 653
Interest and dividends 75,113 10,278 1,006 61,170 37,123
Other receipts/credits 63 1,244 596 43 -
Net appreciation (depreciation)
In fair value of investments 75,287 44,193 23,367 (24,685) (5,296)
----------- -------- -------- ---------- --------
Total additions 318,649 201,943 109,125 291,276 156,534
----------- -------- -------- ---------- --------
Deductions:
Benefits paid to participants (48,407) (12,000) (219) (99,699) (44,306)
Other disbursements (63) - - (635) (285)
Loans (11,518) - - (14,621) -
----------- -------- -------- ---------- --------
Total deductions (59,988) (12,000) (219) (114,955) (44,591)
----------- -------- -------- ---------- --------
Transfers between funds (50,543) 592,261 96,541 (305,593) (24,983)
----------- -------- -------- ---------- --------
Plan assets at April 30, 1999 $ 1,279,388 $782,204 $205,447 $ 922,142 $684,311
=========== ======== ======== ========== ========
</TABLE>
<TABLE>
<CAPTION>
A summary of changes in plan assets by fund for the year ended April 30, 1999 are as follows:
(Continued)
Merrill Lynch Merrill Lynch
Merrill Lynch Global Retirement AIM
Fundamental Allocation Presentation Merrill Lynch Blue Chip
Growth Fund Fund Trust Growth Fund Fund
<S> <C> <C> <C> <C> <C>
Plan assets at April 30, 1998 $ - $ 334,654 $1,328,642 $1,733,570 $ -
Additions:
Participants' salary deferral 47,588 42,888 65,837 126,975 788
Employer matching 29,546 29,551 49,062 84,813 426
Participants' rollover 4,699 5,937 82,386 851 -
Transfers-in 92,264 - 169,029 - 237,372
Loan repayments 129 2,897 19,253 11,777 -
Interest and dividends 836 35,629 52,584 23,212 -
Other receipts/credits 832 48 72 75 -
Net appreciation (depreciation)
In fair value of investments 37,793 (18,040) 25,798 (543,163) 16,947
-------- ---------- ---------- ---------- ---------
Total additions 213,687 98,910 464,021 (295,460) 255,533
-------- ---------- ---------- ---------- ---------
Deductions:
Benefits paid to participants (473) (5,464) (71,999) (93,655) -
Other disbursements - (335) (1,182) (488) -
Loans - (3,556) (31,062) (27,949) -
-------- ---------- ---------- ---------- ---------
Total deductions (473) (9,355) (104,243) (122,092) -
-------- ---------- ---------- ---------- ---------
Transfers between funds 360,970 (129,949) (6,443) (547,629) 47,172
-------- ---------- ---------- ---------- ---------
Plan assets at April 30, 1999 $574,184 $ 294,260 $1,681,977 $ 768,389 $ 302,705
======== ========== ========== ========== =========
</TABLE>
<TABLE>
<CAPTION>
A summary of changes in plan assets by fund for the year ended April 30, 1999 are as follows:
(Continued)
AIM Massachusetts MFS Alliance
International Financial Emerging Premier
Equity Fund Investors Trust Growth Fund Growth Fund Loan Fund Total
<S> <C> <C> <C> <C> <C> <C>
Plan assets at April 30, 1998 $ - $ - $ - $ - $188,558 $6,305,459
Additions:
Participants' salary deferral 9 125 145 247 - 588,571
Employer matching - 74 144 152 - 396,784
Participants' rollover - - - - - 147,795
Transfers-in 30,545 40,004 123,916 29,854 5,153 923,642
Loan repayments - - - - (55,669) -
Interest and dividends - 273 - - 3,141 300,365
Other receipts/credits - - - - - 2,973
Net appreciation (depreciation)
In fair value of investments 1,957 2,071 2,511 1,167 - (360,093)
-------- -------- -------- -------- -------- ----------
Total additions 32,511 42,547 126,716 31,420 (47,375) 2,000,037
-------- -------- -------- -------- -------- ----------
Deductions:
Benefits paid to participants - - (1,098) (963) - (378,283)
Other disbursements - - - - - (2,988)
Loans - - - - 88,706 -
-------- -------- -------- -------- -------- ----------
Total deductions - - (1,098) (963) 88,706 (381,271)
-------- -------- -------- -------- -------- ----------
Transfers between funds (17,338) (1,999) (10,426) (2,041) - -
-------- -------- -------- -------- -------- ----------
Plan assets at April 30, 1999 $ 15,173 $ 40,548 $115,192 $ 28,416 $229,889 $7,924,225
======== ======== ======== ======== ======== ==========
</TABLE>
<TABLE>
<CAPTION>
A summary of changes in plan assets by fund for the year ended April 30, 1998 are as follows:
Kimco Merrill Merrill
Realty Merrill Merrill Lynch Lynch
Corporation Lynch Lynch Global Retirement
Common Capital Corporate Allocation Preservation
Stock Fund Bond Fund Fund Trust
<S> <C> <C> <C> <C> <C>
Plan assets at April 30, 1997 $ 771,654 $ 889,326 $ 648,317 $ 205,238 $1,005,420
Additions:
Participants' salary
deferral 75,643 81,439 32,591 34,101 51,274
Employer matching 48,964 52,920 20,604 21,352 36,701
Participants'
rollover - - - 29,289 -
Loan repayments 21,538 27,456 14,166 4,627 21,979
Interest and 47,566 75,926 34,863 35,008 -
dividends
Net appreciation
(depreciation)
In fair value of
investments 154,927 146,573 17,166 6,782 66,243
---------- ---------- --------- --------- ----------
Total additions 348,638 384,314 119,390 131,159 176,197
---------- ---------- --------- --------- ----------
Deductions:
Benefits paid to
participants (38,666) (254,241) (175,688) (2,138) (63,323)
Other disbursements (268) (1,594) (55) (569)
Loans (8,209) (12,390) (1,979) (1,055) (4,241)
---------- ---------- --------- --------- ----------
Total deductions (47,143) (268,225) (177,722) (3,762) (67,564)
---------- ---------- --------- --------- ----------
Transfers between funds (1,879) 45,999 7,366 2,019 214,589
---------- ---------- --------- --------- ----------
Plan assets at April 30, 1998 $1,071,270 $1,051,414 $ 597,351 $ 334,654 $1,328,642
========== ========== ========= ========= ==========
</TABLE>
<TABLE>
<CAPTION>
A summary of changes in plan assets by fund for the year ended April 30, 1998 are as follows:
(Continued)
Merrill
Lynch
Growth
Fund Loan Fund Total
<S> <C> <C> <C>
Plan assets at April 30, 1997 $1,482,676 $ 247,170 $5,249,801
Additions:
Participants' salary
deferral 135,489 410,537
Employer matching 81,923 262,464
Participants'
rollover 29,289 58,578
Loan repayments 29,653 (119,419) -
Interest and
dividends 141,047 16,422 350,832
Net appreciation
(depreciation) -
In fair value of
investments 166,147 557,838
---------- --------- ----------
Total additions 583,548 (102,997) 1,640,249
---------- --------- ----------
Deductions:
Benefits paid to
participants (43,330) (577,386)
Other disbursements (4,719) (7,205)
Loans (16,511) 44,385 -
---------- --------- ----------
Total deductions (64,560) 44,385 (584,591)
---------- --------- ----------
Transfers between funds (268,094) -
---------- --------- ----------
Plan assets at April 30, 1998 $1,733,570 $ 188,558 $6,305,459
========== ========= ==========
</TABLE>
10
<PAGE>
Schedule I
Kimco Realty Corp. 401(k) Plan
Line 27a - Schedule of Assets Held for Investment Purposes
April 30, 1999
<TABLE>
<CAPTION>
Identity Description of Investment Shares Cost Current Value
- --------------------- ---------------------------------- ---------------- ------------- ----------------
<S> <C> <C> <C> <C>
Collective Trusts:
Merrill Lynch* Retirement Preservation Trust 1,667,404 $1,667,404 $1,667,404
Mutual Funds:
Merrill Lynch* Fundamental Growth FD Class D 23,769 501,999 539,073
AIM Blue Chip Fund Class A 6,840 284,966 301,491
Merrill Lynch* S&P 500 Index Class A 45,534 709,970 757,683
AIM International Equity Fund 804 14,191 15,164
Alliance Premiere Growth Fund 860 26,950 28,017
Massachusetts Investors Trust 1,934 38,323 40,349
Financial
MFS Emerging Growth Fund Class A 2,600 111,938 114,903
Merrill Lynch* Basic Value Fund Class D 4,725 176,400 200,655
Merrill Lynch* Capital Fund Class D 24,667 778,085 909,704
Merrill Lynch* Corp Bond Fund Invst Grade Class D 59,177 681,157 673,429
Merrill Lynch* Global Allocation Fund Class D 19,623 247,276 285,906
Merrill Lynch* Growth Fund Class D 39,669 770,734 768,389
Common Stock:
Kimco Realty Common Stock 32,232 973,309 1,265,124
Corporation*
Loans to Participants:
Participant Loans at prime plus 0.5% N/A 229,889 229,889
</TABLE>
* Denotes a party-in-interest.
11
<PAGE>
Schedule II
Kimco Realty Corp. 401(k) Plan
Line 27d - Schedule of Reportable Transactions
Year ended April 30, 1999
<TABLE>
<CAPTION>
Expense
Identity Incurred
of Party Purchase Selling Lease with Net Gain or
Involved Description of Asset Price Price Rental Transaction Cost of Assets Loss
-------- -------------------- ------------- ----- ------ ----------- -------------- ----
<S> <C> <C> <C> <C> <C> <C> <C>
Kimco* Common Stock $1,312,434.20 $1,312,434.20
Kimco* Common Stock 317,405.44 $333,170.95 317,405.44 $15,765.51
Merrill Retirement 1,996,734.79 1,996,734.79
Lynch* Preservation Trust
Merrill Retirement 329,330.30 329,330.30 329,330.30
Lynch* Preservation Trust
Merrill Fundamental Growth 517,783.19 517,783.19
Lynch*
Merrill Fundamental Growth 15,794.62 17,173.31 15,794.62 1,378.69
Lynch*
AIM Blue Chip Fund 299,502.31 299,502.31
AIM Blue Chip Fund 14,536.32 14,959.11 14,536.32 422.79
Merrill ML S&P500 Index 721,970.06 721,970.06
Lynch*
Merrill ML S&P500 Index 11,999.96 11,999.95 11,999.96 -.01
Lynch*
AIM International Equity 16,353.98 17,338.04 16,353.98 984.06
Fund
Alliance Premier Growth Fund 2,903.44 3,004.33 2,903.44 100.89
Mass Mass. Investors Trust 40,276.15 40,276.15
Investors
Mass. Mass. Investors Trust 1,952.66 1,998.67 1,952.66 46.01
Investors
MFS Emerging Growth Fund 11,977.16 11,524.65 11,977.16 -452.51
Merrill Basic Value Fund 189,018.10 189,018.10
Lynch*
Merrill Basic Value Fund 12,618.19 13,679.04 12,618.19 1,060.85
Lynch*
Merrill Capital Fund 1,127,397.95 1,127,397.95
Lynch*
Merrill Capital Fund 349,312.57 389,654.94 349,312.57 40,342.37
Lynch*
Merrill Corp Bond Fund 742,546.11 742,546.11
Lynch* Investment Grade
Merrill Corp Bond Fund 61,441.99 61,417.26 61,441.99 -24.73
Lynch* Investment Grade
Merrill Global Allocation Fund 385,968.26 385,968.26
Lynch*
Merrill Global Allocation Fund 138,692.22 146,925.56 138,692.22 8,233.34
Lynch*
Merrill Growth Fund 1,237,984.23 1,237,984.23
Lynch*
Merrill Growth Fund 467,249.78 493,043.18 467,249.78 25,793.40
Lynch*
N/A* Loan Fund 271,213.66 271,213.66
N/A* Loan Fund 41,324.54 41,324.54 41,324.54
</TABLE>
12
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
trustees (or other persons who administer the employee benefit plans) have duly
caused this annual report to be signed on its behalf by the undersigned
thereunto duly authorized, on the 27th day of October 1999.
Kimco Realty Corp. 401(k) Plan,
as Administrator
By: /s/ Michael V. Pappagallo
-------------------------
Michael V. Pappagallo
Its Chief Financial Officer
13
<PAGE>
Consent of Independent Accountants
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 (No. 33-60050) of Kimco Realty Corporation of our report
dated September 27, 1999 relating to the financial statements, which appears in
this Form 11-K.
/s/ PricewaterhouseCoopers LLP
New York, NY
October 27, 1999
