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UNITED STATES
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
April 15, 1998
Date of Report (Date of earliest event reported)
Kimco Realty Corporation
(Exact name of registrant as specified in its charter)
Maryland 1-10899 13-2744380
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(State or other jurisdiction of (Commission File Number) (IRS Employer
incorporation) Identification No.)
3333 New Hyde Park Road
New Hyde Park, New York 11042-0020
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(Address of principal executive (zip code)
offices)
516/869-9000
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Registrant's telephone,
including area code
Not Applicable
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(former name or former address, if changed since last report.)
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KIMCO REALTY CORPORATION AND SUBSIDIARIES
CURRENT REPORT
ON
FORM 8-K
Item 5. Other Events
As previously disclosed in Kimco Realty Corporation's Current Reports
on Form 8-K filed January 21, 1998, January 30, 1998 and March 12, 1998, Kimco
Realty Corporation ("Kimco" or the "Company") and The Price REIT, Inc. ("Price
REIT") announced a definitive agreement to merge (the "Merger").
Incorporated by reference herein as Exhibit 99.1 are the audited
consolidated balance sheets of Price REIT as of December 31, 1997 and 1996 and
the related consolidated statements of income, stockholders' equity and cash
flows for each of the three years in the period ended December 31, 1997.
Attached and incorporated by reference herein as Exhibit 23.1 is a
copy of a consent of Ernst & Young LLP.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(c) Exhibits
23.1 Consent of Ernst & Young LLP
99.1 The audited consolidated balance sheets of Price REIT as of December
31, 1997 and 1996, and the related consolidated statements of
income, stockholders' equity and cash flows for each of the three
years in the period ended December 31, 1997 incorporated by
reference herein, from the Annual Report on Form 10-K of Price REIT
for the year ended December 31, 1997 (File No. 1-13432)
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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.
Kimco Realty Corporation
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Registrant
Date: April 15, 1998
By: /s/ Michael V. Pappagallo
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Michael V. Pappagallo
Chief Financial Officer
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EXHIBIT 23.1
Consent of Independent Auditors
We consent to the incorporation by reference in this Current Report (Form 8-K)
of Kimco Realty Corporation of our report dated January 16, 1998 (except for
Note 11, as to which the date is March 5, 1998), with respect to the
consolidated financial statements of The Price REIT, Inc. included in its Annual
Report on Form 10-K for the year ended December 31, 1997, filed with the
Securities and Exchange Commission and the incorporation by reference of the
Form 8-K in the Registration Statements (Form S-3 No. 333-37285 and Form S-3 No.
333-4833) and related Prospectus of Kimco Realty Corporation for the
registration of an aggregate maximum total of $500,000,000 of debt securities,
preferred stock, depositary shares representing preferred stock, common stock
and common stock warrants.
/s/ Ernst & Young LLP
San Diego, California
April 13, 1998
