<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the Registrant [x]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[X] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted
by Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material pursuant to Rule 14a-11(c) or Rule 14a-12
Kimco Realty Corporation
- -------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- -------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
<PAGE>
KIMCO REALTY CORPORATION
3333 NEW HYDE PARK ROAD
NEW HYDE PARK, NY 11042-0020
-------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
May 28, 1997
You are cordially invited to attend the 1997 Annual Meeting of
Stockholders (the "Meeting") of Kimco Realty Corporation, a Maryland corporation
(the "Company"), to be held on Wednesday, May 28, 1997, at 2 o'clock p.m. at 270
Park Avenue, 11th Floor, Room C, New York, NY 10017 for the following purposes:
1. To elect Directors to serve for a term of one year and until
their successors are duly elected and qualify;
2. To consider and vote upon a proposal to amend the charter of
the Company to (a) increase the number of authorized shares of
Common Stock of the Company, par value $.01 per share, from
50,000,000 shares to 100,000,000 shares, (b) increase the
number of authorized shares of Excess Stock of the Company,
par value $.01 per share, from 25,500,000 shares to 51,000,000
shares, and (c) increase the number of authorized shares of
Preferred Stock of the Company, par value $1.00 per share,
from 930,000 shares to 5,000,000 shares; and
3. To transact such other business as may properly come before
the Meeting or any adjournment(s) or postponement(s) thereof.
Only common stockholders of record at the close of business on April
11, 1997, will be entitled to vote at the Meeting or any adjournment(s) or
postponement(s) thereof.
IF YOU ARE UNABLE TO BE PRESENT AT THE MEETING IN PERSON, PLEASE SIGN
AND DATE THE ENCLOSED PROXY WHICH IS BEING SOLICITED BY THE BOARD OF DIRECTORS,
AND RETURN IT PROMPTLY IN THE ENCLOSED ENVELOPE.
BY ORDER OF THE BOARD OF DIRECTORS
----------------------------------
Robert P. Schulman
Secretary
April 14, 1997.
<PAGE>
KIMCO REALTY CORPORATION
3333 NEW HYDE PARK ROAD, NEW HYDE PARK, NY 11042-0020
-------------
PROXY STATEMENT
FOR
ANNUAL MEETING OF STOCKHOLDERS
to be held on May 28, 1997
This Proxy Statement is furnished to common stockholders of Kimco Realty
Corporation, a Maryland corporation (the "Company"), in connection with the
solicitation of proxies in the form enclosed herewith for use at the 1997 Annual
Meeting of Stockholders (the "Meeting") of the Company to be held on Wednesday,
May 28, 1997, at 2 o'clock p.m. for the purposes set forth in the Notice of
Annual Meeting of Stockholders.
This solicitation is made on behalf of the Board of Directors of the
Company (the "Board of Directors" or the "Board"). Costs of this solicitation
will be borne by the Company. Directors, officers and employees of the Company
and its affiliates may also solicit proxies by telephone, telegraph, fax or
personal interview. The Company will reimburse banks, brokerage firms and other
custodians, nominees and fiduciaries for reasonable expenses incurred by them in
sending proxy material to stockholders.
The Company's Annual Report for the calendar year ended December 31,
1996, has been mailed with this Proxy Statement. This Proxy Statement and the
enclosed form of proxy were mailed to stockholders on or about April 25, 1997.
The principal executive offices of the Company are located at 3333 New Hyde Park
Road, New Hyde Park, New York 11042-0020; telephone (516)869-9000.
Holders of record of the Common Stock of the Company, par value $.01 per
share (the "Common Stock"), as of the close of business on the record date,
April 11, 1997, are entitled to receive notice of, and to vote at, the Meeting.
The outstanding Common Stock constitutes the only class of securities entitled
to vote at the Meeting, and each share of Common Stock entitles the holder
thereof to one vote. At the close of business on April 11, 1997, there were
[36,238,575] shares of Common Stock issued and outstanding.
Shares represented by proxies in the form enclosed, if such proxies are
properly executed and returned and not revoked, will be voted as specified.
Where no specification is made on a properly executed and returned form of
proxy, the shares will be voted FOR the election of all nominees for Director
(see Proposal 1), and FOR the proposed amendment of the Company's charter (See
Proposal 2) to increase the number of authorized shares of Common Stock, Excess
Stock, par value $.01 per share (the "Excess Stock") and Preferred Stock, par
value $1.00 per share (the "Preferred Stock"). To be voted, proxies must be
filed with the Secretary of the Company prior to voting. Proxies may be revoked
at any time before exercise by filing a notice of such revocation, by filing a
later dated proxy with the Secretary of the Company or by voting in person at
the Meeting. Dissenting stockholders will not have rights of appraisal with
respect to any matter to be acted upon at the meeting.
Under Maryland law and the Company's By-laws, shares represented by
proxies that reflect abstentions or "broker non-votes" (i.e., shares held by a
broker or nominee which are represented at the Meeting, but with respect to
which such broker or nominee is not empowered by the beneficial owner of the
stock to vote on a particular proposal) will be counted as shares that are
present and entitled to vote for purposes of determining the presence of a
quorum.
2
<PAGE>
PROPOSAL 1
Election of Directors
The Company's By-Laws provide that directors be elected at each annual
meeting of stockholders. Pursuant to such By-Laws, the Directors have fixed the
number of directors to be elected at six. The persons named as proxies in the
accompanying form of proxy intend to vote in favor of the election of the six
nominees for director designated below, all of whom are presently directors of
the Company, to serve until the next Annual Meeting of Stockholders and until
their successors are elected and qualify. It is expected that each of these
nominees will be able to serve, but if any such nominee is unable to serve for
any reason, the proxies reserve discretion to vote or refrain from voting for a
substitute nominee or nominees.
Information Regarding Nominees (as of April 11, 1997)
Present Principal Occupation or
Name Age Employment and Five-Year Employment History
---- --- -------------------------------------------
Martin S. Kimmel(2)(3) 81 Chairman (Emeritus) of the Board of Directors
of the Company since November 1991; Chairman
of the Board of Directors of the Company for
more than five years prior to such date.
Founding member of the Company's predecessor
in 1966.
Milton Cooper(2)(3) 68 Chairman of the Board of Directors of the
Company since November 1991; Director and
President of the Company for more than five
years prior to such date. Founding member of
the Company's predecessor in 1966.
Richard G. Dooley(1) 67 Director of the Company since December 1991.
Consultant to, and from 1978 to 1993,
Executive Vice President and Chief Investment
Officer of, Massachusetts Mutual Life
Insurance Company.
Michael J. Flynn(2) 61 Vice Chairman of the Board of Directors of the
Company since January 1996 and, since January
1997, President and Chief Operating Officer;
Director of the Company since December 1991.
Chairman of the Board and President of
Slattery Associates, Inc. for more than five
years prior to joining the Company in 1996.
Joe Grills 62 Director of the Company since January 1997.
Chief Investment Officer for the IBM
Retirement Funds from 1986 to 1993.
Frank Lourenso (1) 56 Director of the Company since December 1991.
Executive Vice President of The Chase
Manhattan Bank ("Chase Bank", and successor by
merger to Chemical Bank, N.A.) since 1990.
Senior Vice President of Chase Bank for more
than five years prior to that time.
- ---------------------
(1) Member of Audit Committee.
(2) Member of Executive Committee.
(3) Member of Executive Compensation Committee.
3
<PAGE>
Mr. Cooper is also a director of Getty Petroleum Corp. and Blue Ridge
Real Estate/Big Boulder Corporation and a trustee of MassMutual Corporate
Investors and MassMutual Participation Investors. He also serves as Chairman of
the Board of Governors of the National Association of Real Estate Investment
Trusts and is a former chairman of the Shopping Center Committee of the Real
Estate Board of New York, Inc.
Mr. Dooley is also a director of Advest Group, Inc., Hartford Steam
Boiler Inspection and Insurance Co. and Jefferies Group, Inc. and a trustee of
MassMutual Corporate Investors and MassMutual Participation Investors.
Mr. Flynn is also Chairman of the Board of Directors of Blue Ridge Real
Estate/Big Boulder Corporation and a director of Slattery Associates, Inc.
Mr. Grills is also a Director of Merrill Lynch and Hotchkis and Wyley
Mutual Funds, Duke Management Company and the LaSalle Street Fund. He also
serves as a member of the Investment Advisory Committees of the State of New
York Common Retirement Fund and the Howard Hughes Medical Institute. Mr. Grills
is a member of the Financial Executives Institute Committee on Investment of
Employee Benefit Assets, its Executive Committee and a former chairman.
All directors of the Company serve terms of one year and until the
election and qualification of their respective successors. Each of the above
Directors, except for Mr. Grills who joined the Board of Directors in January
1997, was in attendance at each of the four regular meetings of the Board of
Directors held during 1996, which occurred on February 28, April 22, July 31 and
October 31, and each, except for Mr. Grills, was in attendance at the 1996
Annual Meeting of Stockholders held on May 22, 1996.
Committees of the Board of Directors
Audit Committee. The Board of Directors has established an Audit
Committee consisting of two independent Directors to make recommendations
concerning the engagement of independent public accountants, review with the
independent public accountants the plans and results of the audit engagement,
approve professional services provided by the independent public accountants,
review the independence of the independent public accountants, consider the
range of audit and non-audit fees and review the adequacy of the Company's
internal accounting controls. One meeting of the Audit Committee was held during
1996 on February 28, 1996; in addition, the Audit Committee held a meeting on
January 28, 1997.
Executive Committee. The Executive Committee has been granted the
authority to acquire and dispose of real property, to borrow money on behalf of
the Company and to authorize, on behalf of the full Board of Directors, the
execution of certain contracts and agreements (except for contracts between the
Company and KC Holdings, Inc. -- see "Compensation Committee Interlocks and
Insider Participation"). The Executive Committee convened twice during 1996, on
April 22 and October 31.
Executive Compensation Committee. The Board of Directors has established
an Executive Compensation Committee to determine compensation for the Company's
executive officers, in addition to administering the Company's Stock Option
Plan. One meeting of the Executive Compensation Committee was held during 1996,
on October 31.
Each of the Directors comprising these various Committees of the Board
of Directors was in attendance at all meetings of such Committees held on the
dates indicated above. The Board of Directors has not established a nominating
committee.
4
<PAGE>
Compensation of Directors
Members of the Board of Directors and Committees thereof who are not
also employees of the Company receive an annual fee of $12,000, plus fees of
$1,000 for attending each regular or special meeting of the full Board.
Directors, other than Mr. Kimmel, who are not also employees of the Company,
receive $500 for attending Committee meetings. Pursuant to such arrangements,
each of Messrs. Kimmel, Dooley, and Lourenso received directors' fees of
$17,000, $17,500, and $17,500, respectively, during 1996. Employees of the
Company who are also Directors are not paid any directors' fees.
During November 1994, 1995 and 1996, the Company granted each then
non-employee Director (other than (a) Mr. Kimmel, and (b) Mr. Flynn with regard
to 1995) options to acquire 7,500 shares of Common Stock at $22.17, $24.92 and
$28.375 per share, respectively, the market prices on the dates of such option
grants. See "Executive Compensation and Transactions with Management and Others
- - Executive Compensation and Employment Contracts" for information concerning
stock options granted to Mr. Flynn during 1995 and 1996. The Company intends to
grant non-employee Directors, other than Mr. Kimmel, options to acquire an
additional 7,500 shares during November 1997 at the then current market price.
Mr. Kimmel receives $50,000 per annum as payment for consulting services
rendered to, and reimbursement of certain expenses incurred on behalf of, the
Company.
Vote Required
Directors will be elected by vote of a majority of the shares of Common
Stock present, in person or by proxy, and entitled to vote at the Meeting.
Accordingly, abstentions as to the election of directors will not affect the
election of the candidates receiving the majority of the votes.
5
<PAGE>
Security Ownership of Certain Beneficial Owners and Management
The following table sets forth certain information available to the
Company as of April 11, 1997, with respect to shares of its Common Stock and
Depositary Shares representing its Class A, Class B and Class C Preferred Stock
(i) held by those persons known to the Company to be the beneficial owners (as
determined under the rules of the Securities and Exchange Commission, the "SEC")
of more than 5% of such shares and (ii) held, individually and as a group, by
the Directors and executive officers of the Company:
<TABLE>
<CAPTION>
Shares Owned Percent
Beneficially (# ) of Class (%)
--------------------- -----------------
Name & Address (where required) Depositary Depositary
of Beneficial Owner Common Shares Common Shares
- ------------------------------- ------ ---------- ------ ----------
<S> <C> <C> <C> <C>
Milton Cooper [4,403,901](1)(6) - [12.2] -
c/o Kimco Realty Corporation
3333 New Hyde Park Rd.
New Hyde Park, NY 11042
Cohen & Steers Capital
Mgmt. Inc. [2,977,300] - [8.2] -
757 Third Avenue
New York, NY 10017
Martin S. Kimmel [2,663,630] (2) -(3) [7.4] - (3)
c/o Kimco Realty Corporation
3333 New Hyde Park Rd.
New Hyde Park, NY 11042
Helen Kimmel [1,850,133] (4) [157,000] (4) [5.1] [5.2](4)
445 Park Avenue
New York, NY 10022
Alex Weiss [154,119] (5) - * -
Robert P. Schulman [142,000] - * -
Michael J. Flynn [88,500] - * -
Joseph V. Denis [60,400] - * -
Louis J. Petra [57,500] - * -
Richard G. Dooley [54,605] - * -
Frank Lourenso [43,017] - * -
Joe Grills [8,500] - * -
Bruce M. Kauderer [555] - * -
All Directors and executive
officers as a group (11 persons) [7,676,727] (6) - [21.2] -
</TABLE>
- ---------------
* Less than 1%
(1) Includes [1,066,694] shares held by Mr. Cooper as trustee for the
benefit of Mr. Kimmel's son. Does not include [252,358] shares held by
adult members of Mr. Cooper's family, as to all of which shares Mr.
Cooper disclaims beneficial ownership.
(2) Does not include [1,066,694] shares held in trust by Mr. Cooper for Mr.
Kimmel's son or [707,937] shares held by Helen Kimmel, his wife, as to
all of which shares Mr. Kimmel disclaims beneficial ownership. Also,
does not include [1,142,196] shares held by foundations and trusts for
which Mrs. Kimmel is a trustee, as to all of which shares Mr. Kimmel
disclaims beneficial ownership.
6
<PAGE>
(3) Does not include [157,000] Depositary Shares representing ownership of
Class A Preferred Stock held by Helen Kimmel, his wife, and a foundation
for which Mrs. Kimmel is a trustee, as to all of which shares Mr. Kimmel
disclaims beneficial ownership.
(4) Does not include [2,663,630] shares held by Mr. Kimmel, her husband, or
[1,066,694] shares held in trust by Mr. Cooper for Mr. Kimmel's son, as
to all of which shares Mrs. Kimmel disclaims beneficial ownership. All
Depositary Shares and Percent of Class represent ownership of Class A
Preferred Stock.
(5) Does not include [1,154] shares held by Mrs. Linda Weiss, wife of Mr.
Alex Weiss, an executive officer of the Company, as to all of which
shares Mr. Weiss disclaims beneficial ownership.
(6) Does not include [383,546] shares held by KC Holdings, Inc., a related,
private corporation in which Mr. Cooper holds a controlling interest.
See "Compensation Committee Interlocks and Insider Participation -
Transactions with KC Holdings, Inc."
Executive Compensation and Transactions with Management and Others
Executive Officers. Reference should be made to the Company's annual
report on Form 10-K for the year ended December 31, 1996, incorporated herein by
reference, following Part I, Item IV, for information with respect to the
executive officers of the Company.
Executive Compensation. The following table sets forth the summary
compensation of the Chairman of the Board of Directors (and Chief Executive
Officer) and the four other most highly paid executive officers of the Company
for calendar years 1996, 1995 and 1994.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Long Term
Compensation
Annual Compensation Awards
--------------------------- ------------
(a) (b) (c) (d) (e) (f) (g) (i)
Other Restricted
Name and Annual Stock All Other
Principal Period Salary Bonus Compensation Awards Options Compensation
Position Ended ($) ($) ($)(1) ($) (#)(2) ($)(3)
- -------------- ------ ------ ----- ------------ -------- ------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
Milton Cooper 12/96 282,500 100,000 - - (4) 8,190
Chief Exec. Officer 12/95 282,500 100,000 - - (4) 8,190
and Chairman of the 12/94 207,500 100,000 - - (4) 3,780
Board of Directors
Michael J. Flynn(5) 12/96 350,000 100,000 - 934,388(6) 73,000 4,563
Vice Chairman of the 12/95 - - - - 75,000 -
Board of Directors. 12/94 - - - - - -
President & Chief
Operating Officer
since January 1997.
David M. Samber 12/96 357,500 150,000 - - 13,750 1,996
President & 12/95 282,500 100,000 - - 37,500 1,996
Chief Operating 12/94 207,500 100,000 - - 26,250 1,909
Officer through
December 1996.
Joseph V. Denis 12/96 157,500 75,000 - - 12,500 870
Vice President- 12/95 157,500 75,000 - - 18,750 510
Construction 12/94 157,500 75,000 - - 18,750 178
Bruce M. Kauderer(5) 12/96 179,543 45,000 - - 18,750 1,296
Vice President - 12/95 94,231 13,355 - - 41,250 392
Legal 12/94 - - - - - -
</TABLE>
- ------------------
7
<PAGE>
(1) No named officer received perquisites or other personal benefits
aggregating the lesser of 10% of annual salary and bonus or $50,000.
(2) Options to acquire shares of Common Stock at exercise prices equal to
the fair market value on the dates of grant.
(3) As regards Messrs. Cooper, Flynn, Denis, and Kauderer, the amounts shown
represent the value of Company paid group term life insurance premiums.
The amounts shown for Mr. Samber represent the value of Company paid
group term life and long term disability insurance premiums.
(4) Mr. Cooper is ineligible to participate in the Company's Stock Option
Plan for so long as he serves as a member of the Executive Compensation
Committee.
(5) See "Executive Compensation and Transactions with Management and
Others - Employment Contracts".
(6) Restricted stock award covering 37,500 shares of the Company's Common
Stock valued at $1,307,812 based upon the closing price on the New York
Stock Exchange on December 31, 1996. Mr. Flynn is eligible to receive
dividends on such restricted shares at such times and in such amounts as
may be declared by the Board of Directors with respect to all shares of
Common Stock then outstanding.
Note: Robert P. Schulman, Senior Vice President and Secretary of the Company,
does not receive compensation in such capacity. Mr. Schulman, principal
in the Law Offices of Robert P. Schulman, received $250,000 for legal
services rendered to the Company during each of years 1996, 1995 and
1994. In addition, Mr. Schulman was granted options to acquire 15,000
and 18,750 shares of Common Stock during 1995 and 1994, respectively, at
exercise prices equal to the fair market value of such shares on the
dates of grant. The Company paid group term life insurance premiums
valued at $8,190, $8,190, and $3,780 on behalf of Mr. Schulman during
years 1996, 1995 and 1994, respectively.
OPTION GRANTS IN LAST FISCAL YEAR
The following table provides information on options to acquire shares of
the Company's Common Stock granted to the named executive officers
during 1996.
<TABLE>
<CAPTION>
Potential
Realizable Value at
Assumed Annual
Rates of
Stock Price
Appreciation
Individual Grants for Option Term (1)
- -------------------------------------------------------------- -------------------
(a) (b) (c) (d) (e) (f) (g)
% of Total
Options
Granted to
Options Employees Exercise
Granted in Fiscal Price Expiration
Name (#)(2) Year ($/Sh) Date 5% ($) 10% ($)
- -----------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Milton Cooper (3) (3) (3) (3) (3) (3)
Michael J. Flynn 73,000 23.1 28.375 11/15/06 1,302,685 3,301,425
David M. Samber 13,750 4.4 28.375 11/15/06 245,369 621,844
Joseph V. Denis 12,500 4.0 28.375 11/15/06 223,063 565,313
Bruce M. Kauderer 18,750 5.9 28.75 9/16/06 339,000 859,125
</TABLE>
- ----------------
8
<PAGE>
(1) Assumed annual rates of stock price appreciation, as determined by the
SEC, for illustrative purposes only. Actual stock prices will vary from
time to time based upon market factors and the Company's financial
performance. No assurance can be given that such rates will be achieved.
(2) Options become exercisable one-third on each of the first three
anniversaries of the date of grant.
(3) Mr. Cooper is ineligible to participate in the Company's Stock Option
Plan for so long as he serves as a member of the Executive Compensation
Committee.
AGGREGATED OPTION EXERCISES IN LAST
FISCAL YEAR AND FISCAL YEAR END OPTION VALUES
The following table provides information on options to acquire shares of
Common Stock exercised in 1996 by the named executive officers, and the value of
each such officer's unexercised options to acquire shares of Common Stock
outstanding at December 31, 1996.
<TABLE>
<CAPTION>
(a) (b) (c) (d) (e)
Value of
Number of Unexercised
Unexercised In-the-Money
Options at Options at
Year End (#) Year-End ($)(1)
Shares Acquired Value -------------- ----------------
Name on Exercise (#) Realized ($) Exer. Unexer. Exer. Unexer.
- --------- --------------- ------------ -------------- ----------------
<S> <C> <C> <C> <C> <C> <C>
Milton Cooper (2) (2) (2) (2) (2) (2)
Michael J. Flynn - - 39,500 135,500 538,618 1,096,875
David M. Samber - - 116,250 13,750 1,492,331 89,375
Joseph V. Denis 18,500 254,375 60,250 31,250 806,400 285,150
Bruce M. Kauderer - - (3) 60,000 (3) 494,375
</TABLE>
- ---------------
(1) Based upon the closing price of the Company's Common Stock on the New
York Stock Exchange on December 31, 1996 of $34.875 per share.
(2) Mr. Cooper is ineligible to participate in the Company's Stock Option
Plan for so long as he serves as a member of the Executive Compensation
Committee.
(3) See "Executive Compensation and Transactions with Management and Others
- Employment Contracts".
Note: Robert P. Schulman, Senior Vice President and Secretary of the Company,
holds options to acquire 71,250 shares of the Company's Common Stock as
of December 31, 1996. Options to acquire a total 55,000 shares were
exercisable as of such date. Mr. Schulman's 55,000 exercisable and
16,250 unexercisable options had values of $769,584 and $179,005,
respectively, based upon the closing price of the Company's Common Stock
on the New York Stock Exchange on December 31, 1996 of $34.875 per
share.
Employment Contracts. In May 1995, the Company entered into an
employment agreement with Mr. Bruce M. Kauderer, Vice President - Legal, which
provided for a minimum annual base salary and bonus of $175,000 and $25,000,
respectively, and the issuance of options to acquire 37,500 shares of the
Company's Common Stock at an exercise price of $25.75 per share, the market
price on June 19, 1995, the commencement date of his employment. The standard
provisions of the Company's Stock Option Plan provide that options granted vest
one-third on each of the first three anniversaries of the date of grant;
however, options first become exercisable only after the optionee has completed
a three-year length of service requirement. Notwithstanding these provisions,
should Mr. Kauderer's employment with the Company terminate before such
9
<PAGE>
options become exercisable, he is nonetheless entitled to receive a cash payment
equal to the value of those options that would have otherwise ratably vested at
the time his employment terminates. The agreement further provides that should
Mr. Kauderer's employment be terminated (other than of his own volition) prior
to June 19, 2005, the Company will pay, as an agreed one-time severance payment,
an amount equal to the excess of (a) Mr. Kauderer's most recent annual salary
plus bonus (but not less than $200,000), over (b) the value (i) realized by Mr.
Kauderer upon the exercise of any options granted to acquire shares of the
Company's stock in excess of (ii) Mr. Kauderer's most recent annual salary plus
bonus (but not less than $200,000).
In November 1995, the Company entered into a three-year employment
agreement with Mr. Michael J. Flynn pursuant to which Mr. Flynn began to serve
as Vice Chairman of the Board of Directors effective January 2, 1996. Mr. Flynn
assumed the additional responsibilities of President and Chief Operating Officer
in January 1997. In accordance with this employment agreement, Mr. Flynn is to
receive $450,000 per annum ($350,000 base salary and $100,000 guaranteed bonus)
as compensation for his services. In addition, Mr. Flynn received a grant of
37,500 shares of restricted Common Stock which vest in three equal installments,
one-third on each of January 2, 1997, 1998 and 1999. In the event of, and
depending upon the reasons for, a termination of Mr. Flynn's employment with the
Company prior to such dates,(i) any such unvested shares would either vest or
Mr. Flynn would receive, generally in lieu of the value thereof, cash severance
payments, and (ii) Mr. Flynn would receive the greater of (a) the remaining
compensation due through the term of his employment agreement, or (b) $450,000.
The agreement provided further that Mr. Flynn be granted options to acquire
75,000 shares of the Company's Common Stock at an exercise price of $24.917 per
share, the market price on the date of grant. These stock options are to be
considered incentive stock options, as defined in and to the extent permitted
under the Company's Stock Option Plan, and otherwise shall be non-qualified
options. Options with respect to 37,500 of these shares shall vest in three
equal installments upon each of the first three anniversaries of the date of
grant. Options with respect to the remaining 37,500 shares shall vest in three
equal installments upon the day prior to each of the first three anniversaries
of the date of grant, but only if the average of the closing prices of a share
of the Company's Common Stock (on the principal exchange on which such stock is
then traded) during any twenty consecutive day trading period equals or exceeds
$33.34.
Compensation Committee Interlocks and Insider Participation
The Executive Compensation Committee of the Board of Directors,
comprised of Messrs. Martin Kimmel and Milton Cooper, is charged with the
responsibility of determining compensation levels, including awards pursuant to
the Company's Stock Option Plan, for the named executive officers other than Mr.
Cooper. Mr. Cooper's compensation is subject to review and approval by the
members of the Board of Directors other than Mr. Cooper and, further, both
Messrs. Kimmel and Cooper are ineligible to participate in the Company's Stock
Option Plan for so long as they serve as members of this Committee.
Mr. Milton Cooper is Chairman of the Board of Directors of the Company,
and Mr. Martin Kimmel is Chairman Emeritus of the Board. Messrs. Cooper and
Kimmel were founding members of the Company's predecessor in 1966.
Transactions with KC Holdings, Inc. To facilitate its initial public
stock offering in November 1991 (the "IPO"), the Company transferred its
interests in 46 shopping center properties to a newly-formed corporation, KC
Holdings, Inc. ("KC Holdings"), and subsidiaries of KC Holdings. The stock of KC
Holdings is owned by the stockholders of the Company prior to the IPO. All of
the real estate interests owned by KC Holdings and its subsidiaries are subject
to purchase options held by the Company.
As of April 1, 1997, KC Holdings' subsidiaries had conveyed fourteen
shopping center properties back to the Company and had disposed of ten
additional centers in transactions with third parties. The members of the
Company's Board of Directors who are not also shareholders of KC Holdings have
unanimously approved the Company's acquisition of all fourteen shopping center
properties that have been conveyed back to the Company.
10
<PAGE>
The Company is party to a management agreement pursuant to which it
manages 18 of KC Holdings' 22 shopping center properties under terms which the
Company believes are no less favorable than would be obtained in negotiations
with an independent third party. The remaining 4 shopping center properties are
owned in two separate joint ventures and are managed by unaffiliated joint
venture partners. The management agreement was approved by a majority of the
Company's Directors who are not also stockholders of KC Holdings. Management
fees paid by KC Holdings to the Company totaled approximately $.6 million during
1996.
Transactions with Ripco Real Estate Corporation. During 1996, the
Company paid a total of approximately $92,000 in brokerage commissions to Ripco
Real Estate Corporation ("Ripco") for services rendered by Ripco as leasing
agent (in a total of two transactions) for certain national tenants in the
Company's shopping center properties. Mr. Todd Cooper, a son of Mr. Milton
Cooper, Chief Executive Officer and Chairman of the Board of Directors of the
Company, is an officer and an approximate 37% shareholder of Ripco. Such
commissions are customarily paid by landlords in comparable commercial leasing
transactions, and the Company believes that the commissions paid by it to Ripco
were at or below the customary rates for the leasing services rendered.
Joint Ventures. Members of the Company's management have investments in
certain real estate joint ventures or limited partnerships which own and/or
operate 5 of the Company's 266 property interests. Such management investments
predate the Company's IPO and, in each case, the Company is a general partner of
the joint venture or partnership and controls or directs the management of the
joint venture or partnership. Any material future transactions involving these
joint ventures or partnerships, such as major renovations, disposal or sale,
will be subject to the approval of a majority of disinterested directors of the
Company.
Relationship with Chase Bank. Mr. Lourenso, an Executive Vice President
of Chase Bank, has been a Director of the Company since December 1991. The
Company has maintained its principal banking relationship with Chase Bank. Chase
Bank, together with a consortium of six additional banks, has provided the
Company with a $100 million, unsecured revolving credit facility which is
scheduled to expire in June 1999. No borrowings were outstanding under this
facility at December 31, 1996.
11
<PAGE>
Report of the Executive Compensation Committee
on Executive Compensation
The Executive Compensation Committee has provided the following Report
on Executive Compensation:
Compensation Strategy and Performance Criteria. The members of this
Committee believe the Company's success is attributable in large part to the
talent and dedication of its associates and, in particular, to the management
and leadership efforts of its executive officers. Accordingly, the Company,
under the guidance of the Executive Compensation Committee, is committed to
develop and maintain compensation policies, plans and programs which seek to
enhance cash flows, and consequently real property and stockholder values, by
aligning the financial interests of the Company's senior management with those
of its stockholders.
In furtherance of these goals, the Company relies, to a large degree, on
annual and longer term incentive compensation (that is, specifically cash
bonuses and stock option grants) to attract and retain corporate officers and
other key associates of outstanding ability, and to motivate such persons to
perform to their fullest potential. Both of these forms of incentive
compensation are variable and designed to effectuate a pay-for-performance
philosophy which considers management's ability to consistently improve the
Company's Funds from Operations (a widelyaccepted measure of performance for
real estate investment trusts) to be of paramount importance. Other performance
criteria which effect incentive awards include the demonstrated ability to
strengthen the Company's capital structure, the measure of improved total return
to stockholders and individual performance/contributions to corporate goals and
objectives.
The Committee annually deliberates the appropriate combination of cash
and stock-based compensation, and weighs the competitiveness of the Company's
plans in relation to compensation practices employed by a select group of
successful real estate investment trusts that are (i) included in the NAREIT
equity index used in the accompanying stock performance graph, and (ii) believed
to be comparable to the Company based on market capitalization, portfolio size
and distribution and product type. In general, the Committee has set base
compensation levels for the Company's executive officers at competitive levels
relative to this peer group. The number of stock options granted annually is an
amount which the Committee, after due consideration of corporate and individual
performance, changes in job function or title, competitive option grant levels
and previously awarded options, considers appropriate to fairly compensate and
properly motivate its officers.
From time to time the Committee may retain compensation and other
management consultants to assist with, among other things, structuring the
Company's various compensation programs and determining appropriate levels of
salary, bonus and other awards payable to the Company's officers and key
personnel, as well as to guide the Company in the development of near term
individual performance objectives necessary to achieve long-term profitability.
No compensation consultants were retained during the years for which
compensation information has been provided in this Proxy Statement.
1996 Performance. In evaluating 1996 performance, particularly
noteworthy was the Company's ability, under senior management's direction, to
increase Funds from Operations for the year ended December 31, 1996 to $85.1
million, or $2.37 per share, from $72.1 million, or $2.16 per share, during the
preceding year. The growth in Funds from Operations was achieved through both an
aggressive acquisition program and significant accomplishments in new leasing
and strategic re-tenanting within the portfolio which (i) added seven shopping
centers and thirty-two retail property interests comprising approximately 4
million square feet of leasable area to the portfolio, (ii) maintained strong
occupancy levels, and (iii) enabled the Company to realize continued growth in
its average annualized base rent per square foot, capitalizing on its below
market-rate rents.
12
<PAGE>
Further, consideration was given to management's ability to continue its
strengthening of the Company's consolidated balance sheet through (i) completing
the Company's fifth primary offering of its Common Stock which has added
approximately $55 million to stockholders' equity and provided capital for
property acquisitions and redevelopment projects underway in the portfolio, (ii)
completing the Company's offering of its Class C Cumulative Redeemable Preferred
Stock which added an additional $96 million to stockholders' equity, and, (iii)
effectively utilizing its $150 million medium-term notes (MTN) program to issue
$50 million in cost-effective unsecured debt financing while establishing, in
management's opinion, significantly improved pricing thresholds for the real
estate industry. As a consequence of these transactions, the Company has further
established itself as a corporately-viewed credit and reduced to 20% the
Company's debt as a percentage of its total debt and market capitalization.
The strong cash flow performance and strengthening of the Company's
capital structure encouraged investor support of the Company's Common Stock in
the marketplace and produced total returns to stockholders during 1996 of nearly
34%. Dividends on the Company's Common Stock have been increased by
approximately 10.3% to $1.72 per share for 1997.
1996 Incentive Compensation. In establishing 1996 incentive compensation
(that is, the cash bonuses and stock option grants as set forth in the
accompanying Summary Compensation and Option Grants in Last Fiscal Year tables)
for the Company's named executive officers, the Committee concluded that each
such officer had individually made a very substantial contribution toward
achieving the aforementioned performance levels. The Committee did not
specifically relate any measure of performance or any accomplishment to the
incentives awarded, nor did the Committee assign relative weight to any specific
performance factor. Rather, the Committee members made the subjective
determination that the incentives awarded were appropriate in view of previously
awarded incentives and their qualitative assessment that 1996 represented a year
of significant achievement for the Company that was, in large part, attributable
to the talents and efforts of its executive officers.
The annual bonus awarded for 1996 to Mr. Cooper, Chairman of the Board
of Directors and Chief Executive Officer, as set forth in the accompanying
Summary Compensation Table, was determined by the members of the Board, other
than Mr. Cooper, after evaluating generally the Company's achievements for the
year and specifically Mr. Cooper's contributions towards realizing such
performance levels. The Board concluded that Mr. Cooper's leadership, vision and
decision making contributed significantly to these accomplishments and warranted
the bonus awarded to Mr. Cooper.
Martin S. Kimmel
Milton Cooper
As to that portion of the report
which pertains to Mr. Cooper's
compensation:
Martin S. Kimmel
Richard G. Dooley
Michael J. Flynn
Frank Lourenso
13
<PAGE>
Stock Price Performance. The following stock price performance chart compares
the Company's performance to the S&P 500 and the index of equity real estate
investment trusts prepared by the National Association of Real Estate Investment
Trusts ("NAREIT"). Equity real estate investment trusts are defined as those
which derive more than 75% of their income from equity investments in real
estate assets. The NAREIT equity index includes all tax qualified real estate
investment trusts listed on the New York Stock Exchange, American Stock Exchange
or the NASDAQ National Market System. Stock price performance, presented
quarterly for the five years ended December 31, 1996, is not necessarily
indicative of future results. All stock price performance assumes the
reinvestment of dividends.
[PERFORMANCE CHART]
TOTAL RETURN PERCENTAGE
Date Kimco NAREIT S&P
12-30-91 100.00 100 100
03-31-92 115.30 100.66 97.45
06-30-92 126.03 103.32 99.36
09-30-92 137.60 110.37 102.44
12-31-92 159.02 114.59 107.67
03-31-93 177.55 139.39 112.28
06-30-93 180.69 135.39 112.86
09-30-93 197.70 148.04 115.75
12-31-93 190.99 137.11 118.43
03-31-94 197.01 141.78 113.91
06-30-94 199.70 144.39 114.37
09-30-94 204.48 141.44 120
12-30-94 216.63 141.46 119.97
03-31-95 222.78 141.22 131.65
06-30-95 211.25 149.52 144.15
09-29-95 238.13 156.57 155.61
12-29-95 247.44 163.06 164.88
03-29-96 248.72 166.76 173.73
06-28-96 264.08 174.18 181.53
09-30-96 282.14 185.58 187.14
12-31-96 335.09 220.56 202.74
14
<PAGE>
Stock Option Plan
Description of Plan. The Company maintains its incentive and
non-qualified Stock Option Plan (the "Stock Option Plan") for the purpose of
attracting and retaining the Company's directors, executive officers and other
key employees. The Stock Option Plan allows for the grant of "incentive" and
"non-qualified" options (within the meaning of the Internal Revenue Code, the
"Code") that vest over time and are exercisable at the "fair market value" of
the Common Stock at the date of grant.
The Executive Compensation Committee has the authority under the Stock
Option Plan to determine the terms of options granted under the Stock Option
Plan, including, among other things, the individuals (who may be employees or
directors of the Company) who shall receive options, the times when they shall
receive them, whether an incentive stock option and/or non-qualified option
shall be granted, the number of shares to be subject to each option and the date
or dates each option shall become exercisable. The Executive Compensation
Committee also has the authority to grant options upon the condition that the
employee agrees to cancel all or a part of a previously granted option and to
amend or accelerate the vesting of previously granted options. No member of the
Executive Compensation Committee is eligible to participate in the Stock Option
Plan.
The exercise price and term of each option are fixed by the Executive
Compensation Committee, provided, however, that the exercise price must be at
least equal to the fair market value of the stock on the date of grant and the
term cannot exceed 10 years; and further provided that in the case of an
incentive stock option granted to an individual who owns (or is deemed to own)
at least 10% of the total combined voting power of all classes of stock of the
Company, a subsidiary or a parent (within the meaning of Section 424 of the
Code), the exercise price must be at least 110% of the fair market value on the
date of grant and the term cannot exceed five years. Incentive stock options may
be granted only within 10 years from the date of adoption of the Stock Option
Plan. The aggregate fair market value (determined at the time the option is
granted) of shares with respect to which incentive stock options may be granted
under the Stock Option Plan, or any other plan of the Company or any parent or
subsidiary, which stock options are exercisable for the first time during any
calendar year, may not exceed $100,000. There is no limit on the number of
non-qualified options that may be granted to any one individual provided that
the grant of the options may not cause the Company to fail to qualify as a real
estate investment trust for Federal income tax purposes. An optionee may, with
the consent of the Executive Compensation Committee, elect to pay for the shares
to be received upon exercise of his options in cash, shares of Common Stock of
the Company or any combination thereof.
Option Grants. A maximum of 3,000,000 shares of the Company's Common
Stock have been reserved for issuance under the Stock Option Plan. Options to
acquire 315,500, 423,540 and 229,125 shares were granted during 1996, 1995 and
1994 at weighted average exercise prices of $28.32, $24.96, and $22.35 per
share, respectively. A total of 1,604,146 options exercisable at a weighted
average exercise price of $23.01 per share were outstanding at December 31,
1996, and as of such date 800,373 shares were available for future grant under
the Stock Option Plan.
401(k) Plan
The Company maintains a 401(k) retirement plan covering substantially
all officers and employees of the Company. The 401(k) plan permits participants
to defer up to a maximum of 10% of their eligible compensation, which deferrals
generally are matched concurrently by the Company up to a maximum of 5% of the
employee's eligible compensation. Participants in the 401(k) Plan are not
subject to Federal and state income tax on salary deferral contributions or
Company contributions or on the earnings thereon until such amounts are
withdrawn from the 401(k) Plan. Salary reduction contributions are treated as
wages subject to FICA tax. Withdrawals from the plan may only be made upon
termination of employment, or in connection with certain provisions of the
401(k) Plan that permit hardship withdrawals.
15
<PAGE>
Certain Relationships and Related Transactions.
Members of the Company's management hold investments in certain real
estate joint ventures or limited partnerships to which the Company is a party.
Such investments predate the Company's IPO and, in each case, the Company
controls or directs the management of the joint venture or limited partnership.
Any material future transactions involving these joint ventures or partnerships
require the approval of a majority of disinterested directors of the Company.
See "Compensation Committee Interlocks and Insider Participation".
Messrs. Kimmel and Cooper, Directors of the Company, are stockholders of
KC Holdings. See "Compensation Committee Interlocks and Insider Participation".
Mr. Frank Lourenso, a Director of the Company, is also an Executive Vice
President of Chase Bank. The Company maintains its principal banking
relationship with Chase Bank. See "Compensation Committee Interlocks and Insider
Participation".
Indebtedness of Management. The following table sets forth information
with respect to indebtedness of Directors and executive officers to the Company.
<TABLE>
<CAPTION>
Largest
Aggregate Indebtedness
Name Outstanding Purpose Amount Interest
and During 1996 of Outstanding Rate
Principal Position ($) Indebtedness ($)(3) (%)(4)
- ------------------ ---------------------- ------------ ----------- -------
<S> <C> <C> <C> <C>
Michael J. Flynn
Vice Chairman of the
Board of Directors. 296,750(2) Stock purchase [296,750] 6.0
President and Chief
Operating Officer since
January 1997
David M. Samber
President and Chief 583,028(1) Stock and real [16,250] 7.0
Operating Officer estate purchases
through December 1996
Louis J. Petra
Chief Financial 256,269(1) Stock purchase - -
Officer
Alex Weiss
Vice President - 256,175(1) Stock purchase [226,054] 6.0
Management Information
Systems
</TABLE>
(1) Loans extended during 1992 to supplement available margin loans and
partially fund the purchase of 75,000, 60,000 and 60,000 shares of the
Company's Common Stock by Messrs. Samber, Petra and Weiss, respectively,
except that the amounts reflected for Mr. Samber also include $16,250
relating to the acquisition of an interest in a real estate joint
venture with the Company prior to its IPO. The stock purchase loans are
collateralized by the shares of Common Stock acquired and are scheduled
to be repaid over an average term of eight years.
(2) Loan extended to Mr. Flynn during 1996 to fund the purchase of 10,000
outstanding shares of the Company's Common Stock. This stock purchase
loan is collateralized by the shares of Common Stock acquired and is
repayable, commencing in 1999, over an approximate term of eight years.
16
<PAGE>
(3) Indebtedness outstanding as of April 11, 1997. Messrs. Samber and Petra
repaid their stock purchase loans in full during 1996.
(4) Weighted average interest rate on borrowings outstanding at April 11,
1997.
Note: Robert P. Schulman, Secretary of the Company, was extended a loan during
1992 to supplement an available margin loan and partially fund the
purchase of 60,000 shares of the Company's Common Stock. This loan was
repaid by Mr. Schulman in March 1997. The largest amount outstanding on
such loan during 1996 was $254,271.
PROPOSAL 2
Amendment of Charter to Increase Authorized Stock
By resolution dated March 31, 1997, the Board of Directors adopted a
resolution declaring it advisable to amend subsection A of Article IV of the
Company's Charter to (i) increase the aggregate number of shares of stock that
the Company has the authority to issue to an aggregate of 158,070,000 shares,
(ii) increase the number of shares of Common Stock that the Company has
authority to issue to 100,000,000 shares, (iii) increase the number of shares of
Excess Stock that the Company has authority to issue to 51,000,000 shares, and
(iv) increase the number of shares of Preferred Stock that the Company has
authority to issue to 5,000,000 shares. The number of authorized shares of all
other classes, as set forth below, would remain the same. The proposed revised
subsection A of Article IV of the Company's Charter is set forth as Exhibit A to
this Proxy Statement. The Board of Directors directed that the amendment be
submitted for consideration by the stockholders at the Meeting.
The Company's Charter currently authorizes the issuance of up to
78,500,000 shares, consisting of:
. 50,000,000 shares of Common Stock;
. 25,500,000 shares of Excess Stock;
. 930,000 shares of Preferred Stock;
. 345,000 shares of 7-3/4% Class A Cumulative
Redeemable Preferred Stock, $1.00 par value per share
("Class A Preferred Stock");
. 230,000 shares of 8-1/2% Class B Cumulative
Redeemable Preferred Stock, $1.00 par value per share
("Class B Preferred Stock");
. 460,000 shares of 8-3/8% Class C Cumulative
Redeemable Preferred Stock, $1.00 par value per share
("Class C Preferred Stock");
. 345,000 shares of Class A Excess Preferred
Stock, $1.00 par value per share ("Class A Excess
Preferred Stock");
. 230,000 shares of Class B Excess Preferred
Stock, $1.00 par value per share ("Class B Excess
Preferred Stock"); and
. 460,000 shares of Class C Excess Preferred
Stock, $1.00 par value per share ("Class C Excess
Preferred Stock").
As of April 11, 1997, the outstanding shares of stock of the Company
were as follows: [36,238,575] shares of Common Stock; no shares of Excess Stock;
no shares of Preferred Stock; 300,000 shares of Class A Preferred Stock; no
shares of Class A Excess Preferred Stock; 200,000 shares of Class B Preferred
Stock; no shares of Class B Excess Preferred Stock; 400,000 shares of Class C
Preferred Stock; and, no shares of Class C Excess Preferred Stock. In addition,
as of the same date, approximately [787,373] shares of Common Stock have been
reserved for issuance under the Company's Stock Option Plan.
17
<PAGE>
The authorized shares of Common Stock and Preferred Stock in excess of
those presently outstanding will be available for issuance at such times and for
such purposes as the Board of Directors may deem advisable without further
action by the Company's stockholders, except as may be required by applicable
laws or regulations, including stock exchange rules. These purposes may include
stock dividends, stock splits, retirement of indebtedness, employee benefit
programs, corporate business combinations, acquisitions of property or other
corporate purposes. The authorized shares of Excess Stock, proposed to be
increased in direct proportion to the increase in the number of authorized
shares of Common Stock, will be available for issuance pursuant to the Company's
charter and as may be necessary to preserve the Company's qualification as a
real estate investment trust under applicable tax laws. The Board does not
intend to issue any stock except for reasons and on terms which the Board deems
to be in the best interests of the Company. Because the holders of the Common
Stock do not have preemptive rights, the issuance of Common Stock (other than on
a pro rata basis to all current stockholders) would reduce the current
stockholders' proportionate interests. However, in any such event, stockholders
wishing to maintain their interests may be able to do so through normal market
purchases. Any future issuance of Common Stock will be subject to the rights of
holders of outstanding shares of the existing Class A Preferred Stock, Class B
Preferred Stock and Class C Preferred Stock and of any shares of the Preferred
Stock the Company may issue in the future.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR THE PROPOSAL TO
AMEND THE COMPANY'S CHARTER TO INCREASE THE AGGREGATE NUMBER OF SHARES OF STOCK,
THE NUMBER OF SHARES OF COMMON STOCK, THE NUMBER OF SHARES OF EXCESS STOCK AND
THE NUMBER OF SHARES OF PREFERRED STOCK THAT THE COMPANY IS AUTHORIZED TO ISSUE.
Proxies will be so voted unless stockholders specify otherwise in their proxies.
The affirmative vote of holders of two-thirds of the outstanding shares of
Common Stock is required for approval of this proposal. Consequently,
abstentions and broker non-votes will have the same effect as votes against the
proposal. If the proposed amendment is approved by the stockholders, it will
become effective upon the filing of Articles of Amendment and Restatement for
recording with the State Department of Assessments and Taxation of Maryland,
which will occur as soon as reasonably practicable after approval.
Other Matters
Independent Public Accountants. Coopers & Lybrand L.L.P. was engaged to
perform the annual audit of the books of account of the Company for the calendar
year ended December 31, 1996. There are no affiliations between the Company and
Coopers & Lybrand L.L.P., its partners, associates or employees, other than as
pertain to its engagement as independent auditors for the Company in previous
years. Representatives of Coopers & Lybrand L.L.P. are expected to be present at
the Meeting and will be given the opportunity to make a statement if they so
desire and to respond to appropriate questions.
The Audit Committee of the Board of Directors annually submits its
recommendation with respect to the engagement of independent public accountants
at the meeting of the full Board of Directors which takes place each year during
the Company's third fiscal quarter. Coopers & Lybrand L.L.P. has been the
Company's independent public accountants since 1986. The Audit Committee of the
Board of Directors will review the appointment of Coopers & Lybrand L.L.P. for
1997 later this year.
Section 16(a) Compliance. Section 16(a) of the Exchange Act requires the
Company's officers and directors, and persons who own more than ten percent of a
registered class of the Company's equity securities, to file reports (Forms 3,4
and 5) of the ownership and changes in the ownership of such equity securities
with the SEC and the New York Stock Exchange. Officers, directors and beneficial
owners of more than ten percent of the Company's stock are required by SEC
regulation to furnish the Company with copies of all such forms which they file.
18
<PAGE>
Based solely on the Company's review of the copies of Forms 3, 4 and 5
and amendments thereto received by it for the year ended December 31, 1996, or
written representations from certain reporting persons that no such forms were
required to be filed by those persons, the Company believes that during the year
ended December 31, 1996, all filing requirements were complied with by its
officers, directors, beneficial owners of more than ten percent of the Company's
stock and other persons subject to Section 16 of the Exchange Act.
Financial and Other Information. Reference should be made to the
Company's annual report on Form 10-K for the year ended December 31, 1996, and
the Company's Annual Report delivered together with this Proxy Statement, such
documents incorporated herein by reference, for financial information and
related disclosures required to be included herein.
Stockholders' Proposals. Proposals of stockholders intended to be
presented at the Company's Annual Meeting of Stockholders to be held in 1998
must be received by the Company no later than January 3, 1998. Such proposals
must comply with the requirements as to form and substance established by the
SEC for such proposals in order to be included in the proxy statement.
Documents Incorporated by Reference. This Proxy Statement incorporates
documents by reference which are not presented herein or delivered herewith.
These documents (except for certain exhibits to such documents, unless such
exhibits are specifically incorporated herein) are available upon request
without charge. Requests may be oral or written and should be directed to the
attention of the Secretary of the Company at the principal executive offices of
the Company.
All documents filed by the Company pursuant to Section 13(a), 13(c), 14
or 15(d) of the Exchange Act subsequent to the date hereof and prior to the date
of the Meeting shall be deemed incorporated by reference into this Proxy
Statement and shall be deemed a part hereof from the date of filing of such
documents. Any statement contained in a document incorporated by reference
herein shall be deemed to be modified or superseded for purposes of this Proxy
Statement to the extent that a statement contained herein (or subsequently filed
document which is also incorporated by reference herein) modifies or supersedes
such statement. Any statement so modified or superseded shall not be deemed to
constitute a part of this Proxy Statement, except as so modified or superseded.
Other Business. All shares represented by the accompanying proxy will be
voted in accordance with the proxy. The Company knows of no other business which
will come before the Meeting for action. However, as to any such business, the
persons designated as proxies will have authority to act in their discretion.
19
<PAGE>
EXHIBIT A:
Proposed Revised Subsection A of
Article IV of the Company's Charter
A. The total number of shares of all classes of stock that the
Corporation shall have authority to issue is one hundred fifty-eight million
seventy thousand (158,070,000) shares, consisting of one hundred million
(100,000,000) shares of Common Stock with a par value of $0.01 per share (the
"Common Stock"), fifty-one million (51,000,000) shares of Excess Stock with a
par value of $0.01 per share (the "Excess Stock"), five million (5,000,000)
shares of Preferred Stock with a par value of $1.00 per share (the "Preferred
Stock"), three hundred forty-five thousand (345,000) shares of 7-3/4% Class A
Cumulative Redeemable Preferred Stock with a par value of $1.00 per share
("Class A Preferred Stock"), three hundred forty-five thousand (345,000) shares
of Class A Excess Preferred Stock, with a par value of $1.00 per share ("Class A
Excess Preferred Stock"), two hundred thirty thousand (230,000) shares of 8-1/2%
Class B Cumulative Redeemable Preferred Stock, with a par value of $1.00 per
share ("Class B Preferred Stock"), two hundred thirty thousand (230,000) shares
of Class B Excess Preferred Stock, with a par value of $1.00 per share ("Class B
Excess Preferred Stock"), four hundred sixty thousand (460,000) shares of 8-3/8%
Class C Cumulative Redeemable Preferred Stock, with a par value of $1.00 per
share ("Class C Preferred Stock"), and four hundred sixty thousand (460,000)
shares of Class C Excess Preferred Stock, with a par value of $1.00 per share
("Class C Excess Preferred Stock"). The aggregate par value of all authorized
shares having a par value is eight million five hundred eighty thousand dollars
($8,580,000.00).
20
<PAGE>
DETACH HERE KMC 3
KIMCO REALTY CORPORATION
This Proxy is Solicited on Behalf of the Board of Directors
P
R
O
X
Y
The undersigned hereby appoints Milton Cooper, Michael J. Flynn and
Robert P. Schulman as Proxies, each with the power to appoint his substitute,
and hereby authorizes them to represent and to vote, as designated below, all
the Common Stock of Kimco Realty Corporation held on record by the undersigned
on April 11, 1997, at the Annual Meeting of Stockholders to be held on May 28,
1997, or any adjournment(s) or postponements(s) thereof.
The Board of Directors recommends a vote FOR all of the nominees for
director and FOR the proposal to increase the number of authorized shares of
Common, Excess and Preferred Stock.
To vote FOR all of the nominees for director and FOR the proposal to
increase the number of authorized shares of Common, Excess and Preferred Stock,
just sign and date the reverse side. No boxes need to be checked.
SEE REVERSE
SIDE
CONTINUED AND TO BE SIGNED ON REVERSE SIDE
21
<PAGE>
DETACH HERE KMC 3
Please mark
votes as in
X this example.
- ---
This proxy, when properly executed, will be voted in the manner directed herein
by the undersigned stockholder. If no direction is made, this proxy will be
voted FOR the election of all nominees for director, FOR the proposal to
increase the number of authorized shares of Common, Excess and Preferred Stock
and in the discretion of the Proxies upon such other business as may properly
come before the Meeting. By executing this proxy, the undersigned hereby revokes
all prior proxies.
1. Election of Directors.
Nominees: M. Kimmel, M. Cooper, J. Grills, R. Dooley,
M. Flynn, F. Lourenso
FOR WITHHELD
___ ___
___________________________________
___ For all nominees except as noted above
Signature:________________________________________ Date:__________________
FOR AGAINST ABSTAIN
2. Proposal to Increase Number of ___ ___ ___
Authorized Shares.
MARK HERE MARK HERE
FOR ADDRESS IF YOU PLAN
CHANGE AND TO ATTEND
NOTE AT LEFT ___ THE MEETING ___
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD
PROMPTLY USING THE ENCLOSED ENVELOPE.
Please sign exactly as name appears at left. When shares are held by joint
tenants, both should sign. When signing as attorney, as executor, administrator,
trustee or guardian, please give full title as such. If a corporation, please
sign in full corporate name by President or other authorized officer. If a
partnership, please sign in partnership name by authorized person.
Signature:________________________________________ Date:__________________
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