SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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 19, 1998
KIMCO REALTY CORPORATION
(Exact Name of Registrant as Specified in Charter)
Maryland 1-10899 13-2744380
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
3333 New Hyde Park Road
New Hyde Park, New York 11042-0020
(Address of principal (Zip Code)
executive offices)
Registrant's telephone number, including area code: (516) 869-9000
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On June 19, 1998, Kimco Realty Corporation ("Kimco") and The Price
REIT, Inc. ("Price REIT") consummated a merger (the "Merger") whereby Kimco
acquired control of Price REIT pursuant to an Agreement and Plan of Merger,
dated as of January 13, 1998, as amended as of March 5, 1998 and May 14, 1998,
among Kimco, REIT Sub, Inc., a wholly owned subsidiary of Kimco ("Merger
Sub"), and Price REIT. Pursuant to the Merger, Price REIT was merged with and
into Merger Sub, whereupon the separate existence of Price REIT ceased.
Consummation of the Merger followed approval of the issuance of the Merger
Consideration (as defined herein) by the stockholders of Kimco at the Kimco
1998 Annual Meeting of Stockholders and approval of the Merger by the
stockholders of Price REIT at the Price REIT Special Meeting of the
Stockholders, each of which was held on June 19, 1998.
Price REIT, headquartered in Los Angeles, specializes in the
acquisition, development and management and redevelopment of retail community
shopping centers. Its properties are located in 17 states with a total of about
8 million square feet of leasable area.
In connection with the Merger: (i) each outstanding share of common stock,
par value $.01 per share ("Price REIT Common Stock"), of Price REIT was
converted into the right to receive one share of common stock, par value $.01
per share ("Kimco Common Stock"), of Kimco and 0.36 depositary shares, each of
which represents a one-tenth fractional interest in a share of a new issue of
Kimco 7.5% Class D Cumulative Convertible Preferred Stock, liquidation
preference $250.00 per share ("Kimco Class D Depositary Shares" and, together
with the Kimco Common Stock, the "Merger Consideration"), of Kimco; (ii) each
option to purchase Price REIT Common Stock (each a "Price REIT Option") whether
or not then exercisable or vested, was satisfied and cancelled and each holder
of a Price REIT Option became entitled to receive from Kimco the number of
shares of Kimco Common Stock and Kimco Class D Depositary Shares, and cash in
lieu of fractional shares, having a value equal to difference between the value
of the Merger Consolidation to be received per share of Price REIT Common Stock
($47.59) less the exercise price per share of Price REIT Common Stock issuable
upon exercise of a Price REIT Option and also less an amount equal to the
Federal and State withholding tax; and (iii) each share of Class A Floating Rate
Cumulative Preferred Stock, liquidation preference $1,000 per share, of Price
REIT was converted into the right to receive depositary shares, each of which
represents a one-tenth fractional interest in a share of a new issue of Class E
Floating Rate Cumulative Preferred Stock, liquidation preference $1,000 per
share ("Kimco Class E Depositary Shares"), of Kimco. The Kimco Common Stock and
the Kimco Class D Depositary Shares, but not the Kimco Class E Depositary
Shares, are listed for trading on the New York Stock Exchange.
Pursuant to the Merger Agreement, the number of Directors serving on
the Board of Directors of Kimco was increased by one and Mr. Joseph K.
Kornwasser was appointed a Director by the Board to fill the vacancy created
thereby. In addition, Mr. Kornwasser will be a nominee for Director at the
1999 Annual Meeting of Stockholders of Kimco.
The foregoing summary of the terms of the Merger Agreement and the
Merger does not purport to be complete and is qualified in its entirety by
reference to the full text of the Merger Agreement, a copy of which is
included as Exhibit 2.1 and incorporated herein by reference.
On June 22, 1998, Kimco issued a press release announcing the
consummation of the Merger, a copy of which if filed as Exhibit 99.1.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) & (b) Substantially the same information as that required by
paragraph (a) of Item 7 - the Financial Statements of Price
REIT (the business acquired) and paragraph (b) of Item 7 -
the Pro Forma Financial Information has been previously
reported by Kimco in its Registration Statement on Form S-4
(Commission File No. 333-52667) (the "S-4 Registration
Statement"). In accordance with General Instruction B.3. to
Form 8-K, such information is not reported in this Form 8-K.
(c) EXHIBITS:
Exhibit
Number Description
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2.1 Agreement and Plan of Merger, dated as of January 13,
1998, as amended as of March 5, 1998 and May 14, 1998, among
Kimco Realty Corporation, REIT Sub, Inc. and The Price REIT,
Inc. (Incorporated by reference to Exhibit 2.1 to the S-4
Registration Statement).
99.1 Press Release, dated June 22, 1998, issued by Kimco.
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.
Dated: June 22, 1998 KIMCO REALTY CORPORATION
By: /s/ Michael V. Pappagallo
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Michael V. Pappagallo
Chief Financial Officer
EXHIBIT INDEX
Exhibit No. Description
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2.1 Agreement and Plan of Merger, dated as of January 13, 1998, as
amended as of March 5, 1998 and May 14, 1998, among Kimco
Realty Corporation, REIT Sub, Inc. and The Price REIT, Inc.
(Incorporated by reference to Exhibit 2.1 to the S-4
Registration Statement).
99.1 Press Release, dated June 22, 1998, issued by Kimco.
Exhibit 99.1
For Immediate Release: Contact:Michael V. Pappagallo, CFO
June 22, 1998 Kimco Realty
516-869-7185
Or
Christine Davies or
Cindy Glynn
Stern & Co.
212-888-0044
KIMCO REALTY COMPLETES ACQUISITION OF THE PRICE
REIT STRATEGIC MERGER CREATES ONE OF THE LARGEST RETAIL
SHOPPING CENTER REITS IN U.S.
New Hyde Park, NY, June 22 -- Kimco Realty Corp. (NYSE: KIM) today announced
that it has completed the acquisition of The Price REIT Inc. (NYSE: RET),
creating one of the nation's largest shopping center REITs with a total market
capitalization of approximately $3.4 billion.
Effective June 19, 1998, holders of Price REIT Common Stock will 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 has a liquidation preference of $25.00 and represents a one-tenth
fractional interest in a share of Kimco 7.5% Class D Cumulative Convertible
Preferred Stock. Therefore, the liquidation preference of 0.36 Kimco Class D
Depositary Shares is $9.00. Based on a total merger consideration of $47.59
per share of Price REIT Common Stock, the transaction is valued at
approximately $936 million, including the assumption of Price REIT debt.
Price REIT, headquartered in Los Angeles, specializes in the acquisition,
development and management and redevelopment of retail community shopping
centers. Its properties are located in 17 states with a total of about 8 million
square feet of leasable area.
With completion of The Price REIT acquisition, Kimco has expanded its presence
in important western states including California, Arizona and Washington and
today operates in 40 states across the United States with more than 50 million
square feet under management.
"The merger of Price REIT with Kimco positions us to continue to create value
for our shareholders in a consolidating industry, with expansion in key
states, diversification of our tenant base and the melding of our respective
property development and construction management capabilities," said Kimco
Chairman and Chief Executive Officer Milton Cooper.
"The strength of our management team is enhanced with the addition of key
leaders of Price REIT, including its President and Chief Executive Officer
Joseph Kornwasser, Senior Executive Vice President and Chief Operating Officer
Jerald Friedman and Executive Vice President of Finance Lawrence Kronenberg,"
Cooper said.
In related activities, Kimco's Board of Directors declared a partial Common
Stock dividend of 6 cents per share for the portion of the second quarter from
June 19 through June 30, 1998. This Common Stock dividend will be paid on July
15, 1998 to common shareholders of record on July 1, 1998. The Company on May
21, 1998 declared a partial Common Stock dividend for the period from April 1
through June 18, 1998, of 42 cents per share to be paid on July 2, 1998 to
common shareholders of record on June 18, 1998.
The Board also declared its initial dividend on its Class D Cumulative
Convertible Preferred Stock (NYSE: KIMprD). The first dividend of 13.5417
cents per Class D Depositary Share, representing an annual yield of 7.5% based
on the initial price of $25 per Depositary Share, will also be paid on July
15, 1998 to holders of record on July 1, 1998.
Kimco, a publicly traded real estate investment trust, has specialized in
shopping center acquisitions, development and management for more than 30
years, and owns and operates the nation's largest portfolio of neighborhood
and community shopping centers with interests in 390 properties comprising
approximately 50.9 million square feet of leasable space located throughout 40
states.
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