UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
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CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT: SEPTEMBER 25, 2006
(DATE OF EARLIEST EVENT REPORTED)
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KIMCO REALTY CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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MARYLAND
(STATE OR OTHER JURISDICTION OF INCORPORATION)
1-10899 13-2744380
(COMMISSION FILE NUMBER) (IRS EMPLOYER IDENTIFICATION NO.)
3333 NEW HYDE PARK ROAD
NEW HYDE PARK, NEW YORK 11042-0020
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
(516) 869-9000
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
NOT APPLICABLE
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(FORMER NAME OR 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):
[X] 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
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
ITEM 8.01. OTHER EVENTS.
On September 25, 2006, Kimco and Pan Pacific Retail Properties, Inc.
("Pan Pacific") issued a joint press release, announcing that Pan Pacific's
stockholders approved the proposed merger of Pan Pacific with KRC Acquisition,
Inc., a subsidiary of Kimco, and the other transactions contemplated by the
merger agreement dated July 9, 2006. Kimco and Pan Pacific also announced that
they have set October 31, 2006 as the closing date for the transactions. A copy
of the joint press release is filed as Exhibit 99.1 hereto.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Not applicable.
(b) Not applicable.
(c) Not applicable.
(d) Exhibits.
The following are filed as Exhibits to this Report.
EXHIBIT NO. EXHIBIT DESCRIPTION
99.1 Joint Press Release, dated September 25, 2006, announcing
the approval of Pan Pacific stockholders and the closing
date
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
Date: September 28, 2006 By: /s/ Michael V. Pappagallo
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Name: Michael V. Pappagallo
Title: Executive Vice President and
Chief Financial Officer
EXHIBIT INDEX
EXHIBIT NO. EXHIBIT DESCRIPTION
99.1 Joint Press Release, dated September 25, 2006, announcing
the approval of Pan Pacific stockholders and the closing
date