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 2, 2006
Kimco Realty Corporation
(Exact Name of Registrant as Specified in Charter)
Maryland 1-10899 13-2744380
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(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)
3333 New Hyde Park Road
New Hyde Park, New York 11042-0020
(Address of Principal Executive Offices)
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(516) 869-9000
(Registrant's telephone number, including area code)
(Former name of former address if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. Below):
|_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17CFR
240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR240.14d-2b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
TABLE OF CONTENTS
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
ITEM 3.03 MATERIAL MODIFICATION TO RIGHTS OF SECURITY HOLDERS
ITEM 7.01 REGULATION FD DISCLOSURE
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
SIGNATURES
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On June 5, 2006, Kimco Realty Corporation ("Kimco Realty") announced that
consents have been obtained from the holders of its Medium-Term Notes and Senior
Notes in the aggregate principal amount outstanding of $1,922,000,000 (the
"Notes") pursuant to its previously announced consent solicitation (the "Consent
Solicitation"), which expired at 5:00 p.m., New York City time, on Friday, June
2, 2006. Each consenting holder of the Notes agreed to certain proposed
amendments relating to the indenture governing the Notes (the "Indenture").
Accordingly, on June 2, 2006, Kimco Realty, as issuer and The Bank of New York,
as trustee, entered into a third supplemental indenture (the "Supplemental
Indenture"). The Supplemental Indenture amends (i) the total debt test and
secured debt test by changing the asset value definition from Undepreciated Real
Estate Assets to Total Assets, with Total Assets being defined as Undepreciated
Real Estate Assets, plus other assets (but excluding goodwill and amortized debt
costs) and (ii) the maintenance of Unencumbered Total Asset Value covenant by
increasing the requirement of the ratio of Unencumbered Total Asset Value to
outstanding unsecured Debt from 1 to 1 to 1.5 to 1. The foregoing summary is for
convenience only and is qualified in its entirety by the terms of the
Supplemental Indenture, which is filed as Exhibit 4.1 to this report.
ITEM 3.03 MATERIAL MODIFICATION TO RIGHTS OF SECURITY HOLDERS
The information contained in Item 1.01 is incorporated by reference.
ITEM 7.01 REGULATION FD DISCLOSURE
On June 5, 2006, Kimco Realty issued a press release announcing the completion
of the Consent Solicitation. Concurrently with the completion of the Consent
Solicitation, Kimco North Trust III ("Kimco North"), a wholly-owned entity of
Kimco Realty, announced that consents have been obtained from holders of the
4.45% Canadian Debentures due 2010 in the aggregate principal amount outstanding
of C$150,000,000 (the "Canadian Notes") pursuant to its previously announced
Canadian consent solicitation (the "Canadian Consent Solicitation"), which
expired at 5:00 p.m., New York City time, on June 2, 2006. Each consenting
holder of the Canadian Notes agreed to give effect to the adoption of the same
amendments, which would govern the Canadian Notes. A copy of the press release
announcing the completion of the Consent Solicitation and the Canadian Consent
Solicitation is furnished as Exhibit 99.1 to this report. The information
presented herein, being furnished pursuant to Item 7.01 of Form 8-K, shall not
be deemed to be "filed" for purposes of Section 18 of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the
liabilities of that section, and is not incorporated by reference in any filing
under the Securities Act of 1933, as amended, or the Exchange Act, except as
expressly set forth by specific reference in such filing.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Not applicable.
(b) Not applicable.
(c) Not applicable.
(d) Exhibits.
4.1 Third Supplement Indenture, dated as of June 2, 2006,
between Kimco Realty Corporation, as issuer and The
Bank of New York, as trustee.
99.1 Press Release dated June 5, 2006.
SIGNATURE
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.
Date: June 5, 2006 KIMCO REALTY CORPORATION
(registrant)
By: /s/ Michael V. Pappagallo
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Name: Michael V. Pappagallo
Its: Executive Vice President
and Chief Financial Officer