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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): JUNE 11, 1998
THE PRICE REIT, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
MARYLAND 1-13432 52-1746059
(STATE OR OTHER JURISDICTION OF (COMMISSION FILE NUMBER) (IRS EMPLOYER
INCORPORATION) IDENTIFICATION NO.)
7979 IVANHOE AVENUE 92037
LA JOLLA, CALIFORNIA (ZIP CODE)
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (619) 551-2320
NONE
(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)
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ITEM 5. OTHER EVENTS.
Attached and incorporated by reference as Exhibit 99.1 to this report on
Form 8-K is a press release announcing the determination of the merger
consideration to be issued to holders of Price REIT Common Stock in the proposed
merger of The Price REIT, Inc. with and into a wholly-owned subsidiary of Kimco
Realty Corporation.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
The following exhibit is filed with this report on Form 8-K:
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Exhibit No. Description
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<S> <C>
99.1 Press Release of The Price REIT, Inc. dated June 11, 1998.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
THE PRICE REIT, INC.
Date: June 11, 1998 By: /s/ GEORGE M. JEZEK
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George M. Jezek
Chief Financial Officer
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EXHIBIT INDEX
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Exhibit No. Description
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<S> <C>
99.1 Press Release of The Price REIT, Inc. dated June 11, 1998.
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EXHIBIT 99.1
THE PRICE REIT, INC. ANNOUNCES MERGER CONSIDERATION
SAN DIEGO, June 11, 1998 /PRNewswire/ -- The Price REIT, Inc. (NYSE:
RET) today announced that the amount of merger consideration issuable to holders
of common stock of The Price REIT in the proposed merger of Price REIT with a
subsidiary of Kimco Realty Corporation has been determined.
Based upon the procedures set forth in the Joint Proxy
Statement/Prospectus describing the terms of the proposed merger, the average
price of the Kimco common stock was determined to be $38.59. If the Merger is
approved, holders of Price REIT Common Stock will have the right to receive in
exchange for each share of Price REIT Common Stock one share of Kimco Common
Stock and 0.36 Kimco Class D Depositary Shares. Each Kimco Class D Depositary
Share represents a one-tenth fractional interest in a share of Kimco 7.5% Class
D Cumulative Convertible Preferred Stock and has a liquidation preference of
$25.00. Therefore, the liquidation preference of 0.36 Kimco Class D Depositary
Shares is $9.00.
On January 13, 1998, the Company entered into an Agreement and Plan of
Merger with Kimco Realty Corporation (NYSE: KIM). Under the agreement, Kimco
will acquire all of the outstanding shares of the Company for the consideration
described above. The merger and the issuance of the consideration described
above is subject to the approval of the common stockholders of the Company and
Kimco, respectively, at meetings scheduled to be held on June 19, 1998, and the
merger is expected to close shortly thereafter.
The Price REIT, Inc. website: http://www.pricereit.com is a
self-administered and self-managed real estate investment trust which is focused
on the acquisition, development, management, and redevelopment of retail power
centers and community centers with invested assets of approximately $710
million. The Company currently owns or has interests in 43 properties consisting
of 39 power and community centers, one stand-alone retail warehouse, one project
under development, and two undeveloped land parcels located in seventeen states
containing a total of 8.0 million square feet of gross leasable area, with an
overall occupancy rate of approximately 98%.
SOURCE: The Price REIT, Inc.
CONTACT: George Jezek, The Price REIT, Inc., 619-551-2320
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