As filed with the Securities and Exchange Commission on October 27, 2000
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, 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: I-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 SCHEDULE
Page
----
Report of Independent Accountants ............................... 1
Statements of Net Assets Available for
Benefits as of April 30, 2000 and 1999 ........................ 2
Statements of Changes in Net Assets
Available for Benefits for the fiscal years
ended April 30, 2000 and 1999 ................................. 3
Notes to Financial Statements ................................... 4 - 7
Supplemental Schedule of Assets Held for
Investment Purposes as of April 30, 2000 ...................... 8
<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, 2000 and 1999, and
the changes in net assets available for benefits for the years then ended, in
conformity with accounting principles generally accepted in the United States of
America. 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 auditing standards generally accepted in the United States of
America, 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 our opinion.
Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedule of assets held
for investment purposes included on page 8 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. This 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/ PRICEWATERHOUSECOOPERS LLP
New York, New York
September 29, 2000
1
<PAGE>
Kimco Realty Corp. 401(k) Plan
Statements of Net Assets Available for Benefits
April 30, 2000 and 1999
2000 1999
---------- ----------
Assets
Investments at fair value:
Cash $ 18,839 $ --
Income receivable 2,816 --
Collective trust 1,533,469 1,667,404
Mutual funds 6,516,457 4,634,763
Common stock 1,336,939 1,265,124
Loans to participants 205,485 229,889
Contributions receivable:
Participants 84,615 70,648
Employer 49,417 56,397
---------- ----------
NET ASSETS AVAILABLE FOR BENEFITS $9,748,037 $7,924,225
========== ==========
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, 2000 and 1999
2000 1999
----------- -----------
Additions to net assets:
Contributions:
Participants' salary deferral $ 870,571 $ 588,571
Employer matching of salary deferral 520,732 396,784
Participants' rollover 40,788 147,795
Transfers in from Price REIT -- 923,642
----------- -----------
1,432,091 2,056,792
----------- -----------
Investment income:
Net appreciation (depreciation)
in fair value of investments 627,524 (360,093)
Interest and dividends 479,755 300,365
----------- -----------
1,107,279 (59,728)
----------- -----------
Other receipts and credits -- 2,973
----------- -----------
Total additions 2,539,370 2,000,037
----------- -----------
Deductions from net assets:
Benefits paid to participants (715,558) (378,283)
Other disbursements -- (2,988)
----------- -----------
Total deductions (715,558) (381,271)
----------- -----------
Net increase 1,823,812 1,618,766
Net assets available for benefits:
Beginning of year 7,924,225 6,305,459
----------- -----------
End of year $ 9,748,037 $ 7,924,225
=========== ===========
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 ($10,500 in 2000 and $10,000 in
1999). 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, 2000 and 1999.
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 26 investment
options for the fiscal year ended April 30, 2000 and 14 investment
options for the fiscal year ended April 30, 1999.
Year ended April 30, 2000
-------------------------
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
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
15) Dreyfus Premier Balance Fund
16) Dreyfus Worldwide Growth Fund
17) Merrill Lynch Corporate Bond Fund - Intermediate Term Portfolio
18) Merrill Lynch Corporate Bond Fund - Investment Grade Portfolio
19) Merrill Lynch Global Value Fund
20) Merrill Lynch International Equity Fund
4
<PAGE>
KIMCO REALTY CORP. 401(k) PLAN
NOTES TO FINANCIAL STATEMENTS
(Continued)
21) Merrill Lynch Small Cap Index
22) Merrill Lynch Global Growth Fund
23) Oppenheimer Global Growth and Income Fund
24) Phoenix-Engemann Small/Middle Growth
25) PIMCO Total Return Fund
26) Van Kampen American Value Fund
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
4) Merrill Lynch Capital Fund
5) Merrill Lynch Fundamental Growth Fund
6) Merrill Lynch Global Allocation Fund, Inc.
7) Merrill Lynch Retirement Preservation Trust
8) Merrill Lynch Growth Fund
9) Alliance Premier 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
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, 2000 and
1999 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 accounting principles generally
accepted in the United States of America ("GAAP").
Estimates
The preparation of financial statements in conformity with GAAP
requires management to make estimates and assumptions that affect the
reported 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. The most
significant estimates relate to the valuation of investments. Actual
results could differ from those estimates. Moreover, it is reasonably
possible that the value of these investments will change in the ensuing
year.
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.
5
<PAGE>
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, 2000 and 1999:
2000 1999
---------- ----------
Merrill Lynch Corporate Bond Fund, Inc. $ 510,693 $ 673,429
Merrill Lynch S&P 500 Index Fund 931,991 757,683
Merrill Lynch Capital Fund, Inc. 537,158 909,704
Merrill Lynch Fundamental Growth Fund 1,363,985 539,073
Merrill Lynch Retirement Preservation Trust 1,533,469 1,667,404
Merrill Lynch Growth Fund 522,243 768,389
Kimco Realty Corporation Common Stock 1,336,939 1,265,124
In 2000 and 1999, the Plan's investments (including gains and losses on
investments bought and sold, as well as held during the year)
appreciated (depreciated) in value as follows:
2000 1999
--------- ---------
Collective Trust $ -- $ 25,798
Mutual Funds 600,291 (461,178)
Common Stock 27,233 75,287
--------- ---------
$ 627,524 $(360,093)
========= =========
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 Corporate 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
Merrill Lynch Corp Bond Fund - Intermediate Term Portfolio
Merrill Lynch Corp Bond Fund - Investment Grade Portfolio
Merrill Lynch Global Value Fund
Merrill Lynch Small Cap Index
Merrill Lynch Global Growth Fund
Merrill Lynch International Equity Fund
In addition, investments are made in Kimco Realty Corporation common stock.
6
<PAGE>
7. RECONCILIATON BETWEEN FINANCIAL STATEMENTS AND FORM 5500:
At April 30, 2000 and 1999, net assets available for 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 $134,032 and $127,045, respectively,
which were not included in Form 5500.
7
<PAGE>
Kimco Realty Corp. 401(k) Plan
Supplemental Schedule of Assets Held for Investment Purposes
April 30, 2000
<TABLE>
<CAPTION>
Current
Identity Description of Investment Shares Cost Value
----------------------- --------------------------------------- ----------- ------------ ------------
<S> <C> <C> <C> <C>
Collective Trusts:
Merrill Lynch* Retirement Preservation Trust 1,533,469 $1,533,469 $1,533,469
Mutual Funds:
Merrill Lynch* Fundamental Growth FD Class D 49,348 1,143,105 1,363,984
AIM Blue Chip Fund Class A 11,703 519,215 624,011
Merrill Lynch* S&P 500 Index Class A 52,183 837,714 931,991
AIM International Equity Fund 5,109 114,941 129,710
Alliance Premiere Growth Fund 9,788 331,681 368,905
Mass. Financial Investors Trust 7,211 148,734 148,904
MFS Emerging Growth Fund Class A 6,744 361,129 461,939
Merrill Lynch* Basic Value Fund Class D 3,083 118,403 116,753
Merrill Lynch* Capital Fund Class D 16,823 540,852 537,158
Merrill Lynch* Corp Bond Fund Invst Grade Class D 48,917 557,674 510,693
Merrill Lynch* Global Allocation Fund Class D 17,307 228,254 241,605
Merrill Lynch* Growth Fund Class D 18,752 366,054 522,243
Van Kampen American Value Fund 259 7,333 6,031
Merrill Lynch* Corp. Bond Fund Int. Term Class D 618 6,828 6,635
Dreyfus Premier Balance Fund Class A 2,437 37,236 37,071
Phoenix-Engemann Small Mid Cap 3,329 133,056 147,106
PIMCO Total Return Fund Class A 430 4,261 4,246
Merrill Lynch* Global Value Fund Class D 2,381 30,529 34,958
Merrill Lynch* Small Cap Index 726 8,263 8,647
Merrill Lynch* Aggregate Bond Index 289 2,862 2,838
Merrill Lynch* Global Growth Fund Class D 3,749 59,495 66,246
Oppenheimer Global Growth and Income Fund 5,695 170,236 183,678
Merrill Lynch* International Equity Fund Class D 35 404 401
Dreyfus Premium Worldwide Growth Fund Class A 1,592 60,547 60,704
Common Stock:
Kimco Realty Corp* Common Stock 33,581 1,038,506 1,336,939
Loans to Participants:
Participant Loans at prime plus 0.5% 205,485 205,485
</TABLE>
* Denotes a party-in-interest.
8
<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 2000.
Kimco Realty Corp. 401(k) Plan, as administrator
By: /s/Michael V. Pappagallo
--------------------------
Michael V. Pappagallo
Its: Chief Financial Officer
9
<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 and
Subsidiaries of our report dated September 29, 2000 relating to the financial
statements of Kimco Realty 401(k) Plan, which appears in this Form 11-K.
/s/ PricewaterhouseCoopers LLP
New York, NY
October 27, 2000
