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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, 1999
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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 ______________
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
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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
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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 13th day of
July, 2000, by the undersigned hereunto duly authorized.
THE MACERICH PROPERTY MANAGEMENT
COMPANY PROFIT SHARING PLAN
By: ________________________________
Richard A. Bayer, Trustee
By: ________________________________
Arthur M. Coppola, Trustee
By: ________________________________
Thomas E. O'Hern, Trustee
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THE MACERICH
PROPERTY MANAGEMENT COMPANY
PROFIT SHARING PLAN AND TRUST
FINANCIAL STATEMENTS
DECEMBER 31, 1999 AND 1998
WITH
INDEPENDENT AUDITORS' REPORT
AND SUPPLEMENTARY INFORMATION
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INDEX TO FINANCIAL STATEMENTS
Page
Independent Auditors' Report.............................................. 5
Statements of Net Assets Available for Plan Benefits...................... 6
Statements of Changes in Net Assets Available for Plan Benefits........... 7
Notes to Financial Statements............................................. 8-13
Supplementary Information................................................. 15
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INDEPENDENT AUDITORS' REPORT
Independent Auditors' Report
To the Administrative Committee of
The Macerich Property Management Company Profit Sharing Plan and Trust:
We were engaged to audit the financial statements of The Macerich Property
Management Company Profit Sharing Plan and Trust (the "Plan") as of and for the
year ended December 31, 1999, and the supplemental schedule as of December 31,
1999, as listed in the accompanying index. These financial statements and
schedule are the responsibility of the Plan's management.
As permitted by 29 CFR 2520.103-8 of the Department of Labor's Rules and
Regulations for Reporting and Disclosure under the Employee Retirement Income
Security Act of 1974, the plan administrator instructed us not to perform, and
we did not perform, any auditing procedures with respect to the information
summarized in Note 3, which was certified by ReliaStar Retirement Plans, the
trustee of the Plan, except for comparing the information with the related
information included in the financial statements and supplemental schedules. We
have been informed by the plan administrator that ReliaStar Retirement Plans
holds the Plan's investment assets and executes investment transactions. The
plan administrator has obtained a certification from ReliaStar Retirement Plans
as of and for the year ended December 31, 1999, that the information provided to
the plan administrator by the trustee is complete and accurate.
Because of the significance of the information that we did not audit, we are
unable to, and do not, express an opinion on the accompanying financial
statements and schedules taken as a whole. The form and content of the
information included in the financial statements and schedules, other than that
derived from the information certified by the trustee, have been audited by us
in accordance with generally accepted auditing standards and, in our opinion,
are presented in compliance with the Department of Labor's Rules and Regulations
for Reporting and Disclosure under the Employee Retirement Income Security Act
of 1974.
/s/ Holthouse Carlin & Van Trigt LLP
Los Angeles, California
July 12, 2000
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<TABLE>
<CAPTION>
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THE MACERICH PROPERTY MANAGEMENT COMPANY
PROFIT SHARING PLAN AND TRUST
STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
DECEMBER 31, 1999 AND 1998
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ASSETS
December 31,
1999 1998
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<S> <C> <C>
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.
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<TABLE>
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THE MACERICH PROPERTY MANAGEMENT COMPANY
PROFIT SHARING PLAN AND TRUST
STATEMENTS OF CHANGES IN NET ASSETS
AVAILABLE FOR PLAN BENEFITS
FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998
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For the Years Ended December
31,
1999 1998
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<S> <C> <C>
ADDITIONS TO NET ASSETS ATTRIBUTED TO:
Employer contribution $ 832,881 $615,087
Participants' contribution 1,191,063 916,072
Investment income:
Dividend and interest income 76,187 70,867
Net appreciation of fair value of investments 1,701,569 1,252,574
3,801,700 2,854,600
DEDUCTIONS FROM NET ASSETS ATTRIBUTED TO:
Benefits paid to participants 458,117 858,306
NET INCREASE IN PLAN NET ASSETS 3,343,583 1,996,294
NET ASSETS AVAILABLE FOR PLAN BENEFITS:
BEGINNING OF YEAR 8,310,221 6,313,927
END OF YEAR $11,653,804 $8,310,221
The accompanying notes are an integral part of these statements.
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THE MACERICH PROPERTY MANAGEMENT COMPANY
PROFIT SHARING PLAN AND TRUST
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998
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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.
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THE MACERICH PROPERTY MANAGEMENT COMPANY
PROFIT SHARING PLAN AND TRUST
NOTES TO FINANCIAL STATEMENTS
(CONTINUED)
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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:
o Retirement and death - a participant will be 100% vested upon:
o Retirement on or after normal retirement date;
o Death prior to termination of employment; or
o Permanent disability prior to termination of employment.
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.
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THE MACERICH PROPERTY MANAGEMENT COMPANY
PROFIT SHARING PLAN AND TRUST
NOTES TO FINANCIAL STATEMENTS
(CONTINUED)
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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.
o 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 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.
o 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:
o Single lump sum distribution equal to the value of his/her account; or
o Periodic payments over a period not to exceed participant's life
expectancy; or
o Purchase of an annuity.
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 conjunction 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.
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THE MACERICH PROPERTY MANAGEMENT COMPANY
PROFIT SHARING PLAN AND TRUST
NOTES TO FINANCIAL STATEMENTS
(CONTINUED)
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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.
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THE MACERICH PROPERTY MANAGEMENT COMPANY
PROFIT SHARING PLAN AND TRUST
NOTES TO FINANCIAL STATEMENTS
(CONTINUED)
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NOTE 3: INVESTMENTS
FINANCIAL DATA CERTIFIED BY THE CUSTODIAL TRUSTEE
The information included in the accompanying financial statements except for The
Macerich Common Stock Fund, contributions receivable, contributions, and
distributions for benefit payments is certified by Reliastar Retirement Plans in
accordance with 29 CFR 2520.103-8 of the Department of Labor's Rules and
Regulations for Reporting and Disclosure under ERISA. The Custodial Trustee has
certified that certain of the information provided to the Plan Administrator is
complete and accurate with regard to the Plan's investments as of December 31,
1999 and 1998 and the changes in the Plan's investments.
Assets of the Plan have been reported by the trustees at their estimated fair
values or contract value. Fair value for all investments is determined by quoted
market prices.
All investments in the Plan are participant directed, and all investment options
except Goldman Sachs Capital Growth, Salomon Brothers Capital and the Macerich
Common Stock Fund exceed five percent of Plan assets.
The following is a brief description of the funds available to the participants:
Reliastar Fixed Interest Fund - This Fund seeks to provide investors with a
moderate level of stable income without principal volatility. The Fixed Interest
Certificate Account is invested in the General Assets of Reliastar Life, which
guarantees both the principal and interest.
Fidelity Puritan Fund - This Fund seeks high current income and preservation of
capital through a "balanced" approach to an income-driven investment philosophy.
The Fund invests in a mixture of common and preferred stocks, with about 20 to
40% invested in bonds of any quality, which seek high yield and growth of
portfolio income.
Fidelity Growth & Income Portfolio - 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. Putnam's growth portfolio analysts seek to identify companies
with a strong potential for having above average growth over time.
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.
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THE MACERICH PROPERTY MANAGEMENT COMPANY
PROFIT SHARING PLAN AND TRUST
NOTES TO FINANCIAL STATEMENTS
(CONTINUED)
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NOTE 3: INVESTMENTS (CONTINUED)
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.
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THE MACERICH PROPERTY MANAGEMENT COMPANY
PROFIT SHARING PLAN AND TRUST
EIN 95-4203908 PLAN NO. 001
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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.
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THE MACERICH PROPERTY MANAGEMENT COMPANY
PROFIT SHARING PLAN AND TRUST
EIN 95-4203908 PLAN NO. 001
ITEM 27(a) - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
AS OF DECEMBER 31, 1999
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<TABLE>
<CAPTION>
Identity of Issuer Description of Investment Market Value
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<S> <C> <C> <C>
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
Putnam Putnam Global Growth Fund 3,500,994
Reliastar* Reliastar Fixed Interest Fund 1,495,387
Salomon Brothers Salomon Brothers Capital Growth 43,051
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$10,820,923
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*Indicates a party-in-interest
The accompanying notes are an integral part of these statements.
</TABLE>
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