<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
[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, 1996
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
Commission File No. 1-12482
A. Full title of the plan and the address of the plan, if
different from that of the issuer named below:
GLIMCHER REALTY TRUST RETIREMENT SAVINGS PLAN
B. Name of the issuer of the securities held pursuant to the
plan and the address of its principal executive office:
GLIMCHER REALTY TRUST
20 SOUTH THIRD STREET
COLUMBUS, OHIO 43215
Exhibit Index on Page 13
1
<PAGE> 2
<TABLE>
<CAPTION>
REQUIRED INFORMATION
The following financial statements and schedules for the Glimcher Realty Trust
Retirement Savings Plan are being filed herewith:
DESCRIPTION PAGE
- ----------- ----
<S> <C>
Report of Independent Accountants .................................................... 5
Statements of Net Assets Available for Benefits with Fund Information
as of December 31, 1996............................................................... 6
Statements of Changes in Net Assets Available for Benefits with Fund
Information for the year ended December 31, 1996...................................... 7
Notes to Financial Statements ........................................................ 8
Schedule of Assets Held for Investment Purposes as of December 31, 1996............... 11
Schedule of Reportable Transactions for the year ended December 31, 1996.............. 12
The following exhibit is being filed herewith:
EXHIBIT NO. DESCRIPTION PAGE
----------- ----------- ----
1 Consent of Independent Accountants.................................. 14
</TABLE>
2
<PAGE> 3
SIGNATURES
THE PLAN. Pursuant to the requirements of the Securities Exchange Act
of 1934, the persons administering the Plan have caused this annual report to be
signed on their behalf by the undersigned, thereunto duly authorized, in the
City of Columbus, State of Ohio, on the 20th day of June 1997.
GLIMCHER REALTY TRUST
By: /s/Timothy C. Getz
----------------------------
Timothy C. Getz
Senior Vice President,
Chief Investment Officer
3
<PAGE> 4
<TABLE>
<CAPTION>
GLIMCHER REALTY TRUST RETIREMENT SAVINGS PLAN
INDEX OF FINANCIAL STATEMENTS AND
SUPPLEMENTAL SCHEDULES
PAGE
<S> <C>
Report of Independent Accountants .................................................... 5
FINANCIAL STATEMENTS:
Statements of Net Assets Available for Benefits with Fund Information as of
December 31, 1996..................................................................... 6
Statements of Changes in Net Assets Available for Benefits with Fund Information
for the year ended December 31, 1996 ................................................. 7
Notes to Financial Statements ........................................................ 8
SUPPLEMENTAL SCHEDULES:
Item 27a - Part I - Schedule of Assets Held for Investment Purposes as of
December 31, 1996..................................................................... 11
Item 27d - Schedule of Reportable Transactions for the year ended
December 31, 1996..................................................................... 12
</TABLE>
4
<PAGE> 5
REPORT OF INDEPENDENT ACCOUNTANTS
To the Executive Compensation Committee
of Glimcher Realty Trust
We have audited the accompanying statement of net assets available for benefits
with fund information of the Glimcher Realty Trust Retirement Savings Plan (the
Plan) as of December 31, 1996, and the related statement of changes in net
assets available for benefits with fund information for the year then ended.
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 audit.
We conducted our audit 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 audit provides a reasonable basis for our opinion.
In our opinion, the financial statements of the Plan referred to above present
fairly, in all material respects, the net assets available for benefits of the
Plan as of December 31, 1996, and the changes in net assets available for
benefits for the year then ended in conformity with generally accepted
accounting principles.
Our audit was performed 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 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. The fund information in the
statement of net assets available for benefits with fund information and the
statement of changes in net assets available for benefits with fund information
is presented for the purposes of additional analysis rather than to present the
net assets available for benefits and the changes in net assets available for
benefits of each fund. The supplemental schedules and fund information have been
subjected to the auditing procedures applied in the audit 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.
COOPERS & LYBRAND L.L.P.
Columbus, Ohio
June 6, 1997
5
<PAGE> 6
GLIMCHER REALTY TRUST RETIREMENT SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
AS OF DECEMBER 31, 1996
<TABLE>
<CAPTION>
PARTICIPANT DIRECTED
----------------------------------------------------------------------------------------
MONITOR MONEY MONITOR BALANCED FIDELITY ADVISORS AIM
MARKET FUND FIXED INCOME ADVANTAGE ASSET GROWTH OPPORTUNITY CONSTELLATION
FUND ALLOCATION FUND FUND FUND
----------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Assets
Cash and cash equivalents ........
Investments:
Money fund.................... $15,700
Fixed income fund............. $10,824
Employee benefits fund........ $36,805
Mutual funds equity........... $102,730 $102,487
Common stock..................
------- ------- ------- -------- --------
15,700 10,824 36,805 102,730 102,487
------- ------- ------- -------- --------
Receivables:
Employer contribution ........
Participants contributions....
Interest and dividends........
------- ------- ------- -------- --------
Net assets available for benefits $15,700 $10,824 $36,805 $102,730 $102,487
======= ======= ======= ======== ========
<CAPTION>
GLIMCHER REALTY
TRUST COMMON STOCK OTHER TOTAL
---------------------------------------------
<S> <C> <C> <C>
Assets
Cash and cash equivalents ........ $ 7,491 $ 7,491
Investments:
Money fund.................... 15,700
Fixed income fund............. 10,824
Employee benefits fund........ 36,805
Mutual funds equity........... 205,217
Common stock.................. $84,061 84,061
------- ---------
84,061 352,607
------- ---------
Receivables:
Employer contribution ........ 12,958 12,958
Participants contributions.... 27,905 27,905
Interest and dividends........ 1,874 1,874
-------- ---------
42,737 42,737
------- ------- ---------
Net assets available for benefits $84,061 $50,228 $402,835
======= ======= ========
</TABLE>
The accompanying notes are an integral part of these financial statements.
6
<PAGE> 7
GLIMCHER REALTY TRUST RETIREMENT SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
FOR THE YEAR ENDED DECEMBER 31, 1996
<TABLE>
<CAPTION>
PARTICIPANT DIRECTED
--------------- -------------- -------------------- --------------------
MONITOR MONEY MONITOR BALANCED ADVANTAGE FIDELITY ADVISORS
MARKET FUND FIXED INCOME ASSET ALLOCATION GROWTH OPPORTUNITY
FUND FUND FUND
--------------- -------------- -------------------- --------------------
<S> <C> <C> <C> <C>
Additions to net assets
attributed to:
Contributions:
Employer ....................
Participants ................ $ 12,681 $ 10,647 $ 36,597 $ 100,444
--------- --------- --------- ---------
12,681 10,647 36,597 100,444
--------- --------- --------- ---------
Investment income:
Interest .................... 250
Dividends ................... 323 5,084
Net appreciation in fair
value of investment ......... 68 2,202 6,050
--------- --------- --------- ---------
250 391 2,202 11,134
--------- --------- --------- ---------
12,931 11,038 38,799 111,578
--------- --------- --------- ---------
Deductions from net assets
attributed to:
Benefits paid to
participants .............. 210 177 1,811 8,221
--------- --------- --------- ---------
Net increase prior to interfund
transfers and other ............. 12,721 10,861 36,988 103,357
Interfund transfers and other 2,979 (37) (183) (627)
--------- --------- --------- ---------
Net increase ...................... 15,700 10,824 36,805 102,730
Net assets available for benefits:
Beginning of year
--------- --------- --------- ---------
End of year ................... $ 15,700 $ 10,824 $ 36,805 $ 102,730
========= ========= ========= =========
<CAPTION>
PARTICIPANT DIRECTED
---------------
AIM GLIMCHER REALTY
CONSTELLATION TRUST COMMON
FUND STOCK OTHER TOTAL
-------------- ----------------- ---------- -----------
<S> <C> <C> <C> <C>
Additions to net assets
attributed to:
Contributions:
Employer .................... $ 70,256 $ 18,731 $ 88,987
Participants ................ $ 103,888 27,886 292,143
--------- --------- --------- ---------
103,888 70,256 46,617 381,130
--------- --------- --------- ---------
Investment income:
Interest .................... 3,676 3,926
Dividends ................... 3,477 1,064 313 10,261
Net appreciation in fair
value of investment ......... 2,291 16,087 26,698
--------- --------- --------- ---------
5,768 17,151 3,989 40,885
--------- --------- --------- ---------
109,656 87,407 50,606 422,015
--------- --------- --------- ---------
Deductions from net assets
attributed to:
Benefits paid to
participants .............. 6,251 2,327 183 19,180
--------- --------- --------- ---------
Net increase prior to interfund
transfers and other ............. 103,405 85,080 50,423 402,835
Interfund transfers and other (918) (1,019) (195)
--------- --------- --------- ---------
Net increase ...................... 102,487 84,061 50,228 402,835
Net assets available for benefits:
Beginning of year
--------- --------- --------- ---------
End of year ................... $ 102,487 $ 84,061 $ 50,228 $ 402,835
========= ========= ========= =========
</TABLE>
The accompanying notes are an integral part of these financial statements
7
<PAGE> 8
GLIMCHER REALTY TRUST RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
a. BASIS OF ACCOUNTING: The financial statements of the Glimcher Realty
Trust Retirement Savings Plan (the Plan) have been prepared in accordance with
general accepted accounting principles.
b. CONTRIBUTIONS TO THE PLAN. Contributions from participating
employees are accrued on a monthly basis as the employer makes payroll
deductions from Plan participants. Contributions from the employer are
determined monthly based on the employer matching formula as defined in the Plan
Description.
c. PAYMENT OF BENEFITS: Benefits are recorded when paid.
d. INVESTMENT VALUATION: The Plan's investments are stated at fair
market value. Quoted market prices are used to value investments. Purchases and
sales of investments are recorded on a trade date basis, with sales of
investments based on the specific identification method.
The net appreciation (depreciation) in the fair value of the Plan's
investments consists of the realized gains or losses and the unrealized
appreciation (depreciation) on those investments.
Cash and cash equivalents include short-term, highly liquid
investments with an original maturity of three months or less. Cost approximates
market value.
e. INVESTMENT OPTIONS AND PROVISIONS: Upon enrollment in the Plan,
participants may direct the investment of their accounts in any one or more of
the following five investments:
Monitor Money Market Fund - Fund which invests in high quality money
market instruments.
Monitor Fixed Income Fund - Fund which invests in fixed income
securities where the average maturity of the fund will not exceed 10
years.
Balanced Advantage Asset Allocation Fund - Fund which invests in
equity and fixed income securities to provide long-term growth of
capital and moderate levels of current income.
Fidelity Advisors Growth Opportunity Fund - Fund which invests in
common stocks and securities convertible into common stocks to
provide capital growth.
AIM Constellation Fund - Fund which invests in common stocks with
emphasis on medium-sized and small emerging growth companies.
Participants are given the opportunity on a daily basis to change the
allocation percentages of future contributions within the investment funds and
the allocation of existing balances.
8
<PAGE> 9
NOTES TO FINANCIAL STATEMENTS - (CONTINUED)
A participant's account is allocated a portion of earnings and
appreciation or depreciation in the fair value of investments of the fund or
funds in which the participant's account is invested. The allocation is based on
the number of units assigned to participants. New units are assigned to
participants based on the dollar amount of their addition to the fund in
relation to the unit value on that day.
Total number of units and the approximate net asset value per unit by
fund at December 31, 1996, are as follows:
UNIT
UNITS VALUE
----- -----
Monitor Money Market Fund 15,700 $ 1
Monitor Fixed Income Fund 517 $21
Balanced Advantage Asset Allocation Fund 2,718 $14
Fidelity Advisors Growth Opportunity Fund 2,910 $35
AIM Constellation Fund 4,057 $25
Glimcher Realty Trust Common Stock 3,821 $22
The employer matching contributions can only be invested in its common
stock.
f. USE OF ESTIMATES: The preparation of financial statements in
conformity with generally accepted accounting principles requires the plan
administrator to make estimates and assumptions. These estimates affect the
reported amounts of net assets available for benefits and disclosure of
contingent items affecting the net assets available for benefits at the date of
the financial statements and the reported amounts of changes in net assets
available for benefits during the reporting period. Actual results could differ
from those estimates.
g. RISKS AND UNCERTAINTIES: The Plan provides for various investment
options in any combination of stocks, bonds, fixed income securities and other
investment securities. Investment securities are exposed to various risks, such
as interest rate, market and credit risks. Due to the level of risk associated
with certain investment securities, it is at least reasonably possible that
changes in the values of investment securities will occur in the near term and
that such changes could materially affect participants' account balances and the
amounts reported in the statement of net assets available for benefits.
2. PLAN DESCRIPTION
The Plan was adopted by the Glimcher Realty Trust (the Company)
effective January 1, 1996, to provide an opportunity for employees to increase
their savings and provide additional income upon retirement.
The Plan is a defined contribution plan. Employees may contribute up to
15% of their compensation on a pretax basis within certain dollar limitations
imposed by the Internal Revenue Service. The allocation of contributions to one
or more of the investment funds is designated by each participant.
Employer matching contributions are made at the rate of 50% of the
first 4% of the pretax employee contribution to the funds. During the 1996 Plan
year, a total of 312 active employees were eligible to participate in the Plan.
9
<PAGE> 10
NOTES TO FINANCIAL STATEMENTS - (CONTINUED)
Employees become fully vested in employer contributions after
completing five years of continuous employment. Nonvested employer contributions
for terminated participants are forfeited by the participant and are used to
reduce future employer contributions to the Plan. Participants should refer to
the Plan document for a more complete description of the Plan's provisions.
The Plan has adopted a loan provision to assist participants in raising
funds to meet certain financial needs. All loans will be limited to 50% of the
participant's vested account balance, provided such loan does not exceed
$50,000. The Plan also includes a minimum loan amount of $1,000. No participant
may have more than one loan outstanding at one time.
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 has the
right to terminate the Plan subject to the provisions of the Employee Retirement
Income Security Act of 1974 (ERISA). In the event of a termination of the Plan,
participants will become fully vested in their accounts. The net assets of the
Plan as of the date of termination would be distributed to the participants
based on their adjusted balances as of that date.
The Plan is administered by the Company. The expenses of the investment
managers and any expenses incurred with regard to the purchase or sale of
securities are borne by the Plan. The expenses of the Plan's trustee (Huntington
Trust Company) are paid by the Company. Other accounting, legal, and
administrative services are not reflected in the financial statements as these
services are provided by the Company without charge to the Plan.
3. TAX STATUS
The Plan is designed to constitute a qualified trust under Section
401(a) of the Internal Revenue Code and is, therefore, exempt from federal
income taxes under Section 501(a). A favorable determination letter has been
obtained from the Internal Revenue Service. The Plan administrator believes that
the Plan continues to be designed and operated in compliance with applicable
requirements of the Internal Revenue Code.
4. RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500
The following is a reconciliation of net assets available for benefits
per the financial statements to Form 5500 as of December 31, 1996:
<TABLE>
<S> <C>
Net assets available for benefits per the financial statements $402,835
Receivables not included in the Form 5500 (42,737)
--------
Net assets available for benefits per the Form 5500 $360,098
========
</TABLE>
5. INVESTMENTS
Investments which account for more than 5% of the Plan's net assets as
of December 31, 1996 were as follows:
<TABLE>
<S> <C>
Balanced Advantage Asset Allocation Fund $ 36,805
Fidelity Advisors Growth Opportunity Fund $102,730
AIM Constellation Fund $102,487
Glimcher Realty Trust Common Stock $ 84,061
</TABLE>
10
<PAGE> 11
GLIMCHER REALTY TRUST RETIREMENT SAVINGS PLAN
ITEM 27A - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
AS OF DECEMBER 31, 1996
<TABLE>
<CAPTION>
IDENTITY OF ISSUE, BORROWER, CURRENT
LESSOR, OR SIMILAR PARTY DESCRIPTION OF INVESTMENT COST VALUE
------------------------------------- --------------------------------------------- --------------- -------------
<S> <C> <C> <C>
Huntington Investment Company Monitor Money Market Fund $ 15,700 $ 15,700
Huntington Investment Company Monitor Treasury Market Fund $ 7,491 $ 7,491
Huntington Investment Company Monitor Fixed Income Fund $ 10,744 $ 10,824
Huntington Investment Company Balanced Advantage Asset Allocation Fund $ 36,602 $ 36,805
Fidelity Advisors Fidelity Advisors Growth Opportunity Fund $ 97,532 $ 102,730
AIM AIM Constellation Fund $ 100,810 $ 102,487
Glimcher Realty Trust 3,821 Common Shares $ 68,211 $ 84,061
</TABLE>
11
<PAGE> 12
GLIMCHER REALTY TRUST RETIREMENT SAVINGS PLAN
ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1996
<TABLE>
<CAPTION>
PURCHASE SELLING EXPENSES COST OF
IDENTITY OF PARTY INVOLVED DESCRIPTION OF ASSET PRICE PRICE INCURRED ASSET
- -------------------------- ----------------------------------------------- -------------- ----------- ----------- ------------
<S> <C> <C> <C> <C> <C>
Huntington Investment Monitor Fixed Income Fund $ 10,973 $ 10,973
Company 33 separate transactions
Huntington Investment Monitor Fixed Income Fund $ 217 $ 228
Company 5 separate transactions
Huntington Investment Asset Allocation Fund - Balanced $ 35,956 $ 35,956
Company 22 separate transactions
Huntington Investment Asset Allocation Fund - Balanced $37,954 $ 35,956
Company 13 separate transactions
Huntington Investment Balanced Advantage Asset Allocation Fund $ 37,334 $ 37,334
Company 3 separate transactions
Huntington Investment Balanced Advantage Asset Allocation Fund $ 733 $ 733
Company 2 separate transactions
Fidelity Advisors Fidelity Advisors Growth Opportunity Fund $105,619 $ 105,619
28 separate transactions
Fidelity Advisors Fidelity Advisors Growth Opportunity Fund $ 8,931 $ 8,087
12 separate transactions
AIM AIM Constellation Fund $108,808 $ 108,808
28 separate transactions
AIM AIM Constellation Fund $ 8,615 $ 7,998
10 separate transactions
Glimcher Realty Trust Common Stock $ 67,982 $229 $ 68,211
12 separate transactions
<CAPTION>
CURRENT VALUE OF
ASSET ON TRANSACTION NET GAIN OR
IDENTITY OF PARTY INVOLVED DESCRIPTION OF ASSET DATE (LOSS)
- -------------------------- ----------------------------------------------- - --------------------- --------------
<S> <C> <C> <C>
Huntington Investment Monitor Fixed Income Fund $ 10,973
Company 33 separate transactions
Huntington Investment Monitor Fixed Income Fund $ 217 ($ 11)
Company 5 separate transactions
Huntington Investment Asset Allocation Fund - Balanced $ 35,956
Company 22 separate transactions
Huntington Investment Asset Allocation Fund - Balanced $ 37,954 $1,998
Company 13 separate transactions
Huntington Investment Balanced Advantage Asset Allocation Fund $ 37,334
Company 3 separate transactions
Huntington Investment Balanced Advantage Asset Allocation Fund $ 733
Company 2 separate transactions
Fidelity Advisors Fidelity Advisors Growth Opportunity Fund $ 105,704
28 separate transactions
Fidelity Advisors Fidelity Advisors Growth Opportunity Fund $ 8,907 $ 844
12 separate transactions
AIM AIM Constellation Fund $ 109,640
28 separate transactions
AIM AIM Constellation Fund $ 8,614 $ 617
10 separate transactions
Glimcher Realty Trust Common Stock $ 67,614
12 separate transactions
</TABLE>
12
<PAGE> 13
INDEX TO EXHIBIT
EXHIBIT NO. DESCRIPTION PAGE
----
1 Consent of Independent Accountants........... 14
13
<PAGE> 1
EXHIBIT 1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the Registration Statement of
Glimcher Realty Trust on Form S-8 (file no. 333-10221) of our report dated June
6, 1997, on our audit of the financial statements and schedules of the Glimcher
Realty Trust Retirement Savings Plan for the year ended December 31, 1996, which
report is included in this Annual Report on Form 11-K.
COOPERS & LYBRAND L.L.P.
Columbus, Ohio
June 19, 1997
14
