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 30, 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 30, 2006, Kimco Realty Corporation ("Kimco Realty") announced that it is
amending certain of the terms of the previously announced consent solicitation
(the "Consent Solicitation") that it commenced on May 16, 2006 relating to its
Medium-Term Notes and Senior Notes in the aggregate principal amount outstanding
of $1,922,000,000. A copy of the press release announcing the amendments to the
Consent Solicitation and the Canadian Consent Solicitation is furnished as
Exhibit 99.1 to this report.
The amendments to the terms and conditions of the Consent Solicitation are
described in a Consent Solicitation Statement Supplement dated May 30, 2006,
which is furnished as Exhibit 99.2 to this report.
Concurrently with the amendments to the terms of the Consent Solicitation, on
May 30, 2006, Kimco North Trust III ("Kimco North"), a wholly-owned entity of
Kimco Realty, announced that it is amending certain of the terms of the
previously announced consent solicitation (the "Canadian Consent Solicitation")
that Kimco North commenced on May 16, 2006 relating to its 4.45% Canadian
Debentures due 2010 in the aggregate principal amount outstanding of
C$150,000,000.
The amendments to the terms and conditions of the Canadian Consent Solicitation
are described in a Consent Solicitation Statement Supplement dated May 30, 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 30, 2006.
99.2 Consent Solicitation Statement Supplement of Kimco
Realty Corporation dated May 30, 2006.
99.3 Consent Solicitation Statement Supplement of Kimco
North Trust III dated May 30, 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 30, 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