11-K 1 0001.txt ANNUAL REPORTS OF EMPLOYEE STOCK PURCHASE 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 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 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 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 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 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 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 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 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 Kimco Realty Corp. 401(k) Plan Supplemental Schedule of Assets Held for Investment Purposes April 30, 2000
Current Identity Description of Investment Shares Cost Value ----------------------- --------------------------------------- ----------- ------------ ------------ 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
* Denotes a party-in-interest. 8 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 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