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): May 16, 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 7.01 REGULATION FD DISCLOSURE
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
SIGNATURES
ITEM 7.01. REGULATION FD DISCLOSURE.
On May 16, 2006, Kimco Realty Corporation ("Kimco Realty") announced the
commencement of a consent solicitation (the "Consent Solicitation") relating to
its Medium-Term Notes and Senior Notes in the aggregate principal amount
outstanding of $1,922,000,000 (the "Notes"). A copy of the press release
announcing the Consent Solicitation and the Canadian Consent Solicitation is
furnished as Exhibit 99.1 to this report.
The terms and conditions of the Consent Solicitation are described in a Consent
Solicitation Statement dated May 16, 2006, which is furnished as Exhibit 99.2 to
this report.
Concurrently with the Consent Solicitation, on May 16, 2006, Kimco North
Trust III ("Kimco North"), a wholly-owned entity of Kimco Realty, announced that
it is soliciting consents (the "Canadian Consent Solicitation") of holders of
the 4.45% Canadian Debentures due 2010 in the aggregate principal amount
outstanding of C$150,000,000 (the "Canadian Notes"), issued by Kimco North and
guaranteed by Kimco Realty in an effort to give effect to the adoption of the
same proposed amendments which would govern the Canadian Notes.
The terms and conditions of the Canadian Consent Solicitation are described in a
Consent Solicitation Statement dated May 16, 2006, which is furnished as
Exhibit 99.3 to this report.
The information in this report, 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.
The following are furnished as Exhibits to this Report.
99.1 Press Release dated May 16, 2006.
99.2 Consent Solicitation Statement of Kimco Realty
Corporation dated May 16, 2006.
99.3 Consent Solicitation Statement of Kimco North
Trust III dated May 16, 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: May 16, 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