UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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 26, 2014
KITE REALTY GROUP TRUST
(Exact name of registrant as specified in its charter)
|
Maryland |
|
1-32268 |
|
11-3715772 |
|
(State or other jurisdiction |
|
(Commission |
|
(IRS Employer |
|
of incorporation) |
|
File Number) |
|
Identification Number) |
|
30 S. Meridian Street |
|
|
|
Suite 1100 |
|
|
|
Indianapolis, IN |
|
46204 |
|
(Address of principal executive offices) |
|
(Zip Code) |
(317) 577-5600
(Registrant’s telephone number, including area code)
Not applicable
(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):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On June 26, 2014, Kite Realty Group Trust (the “Company”) filed an amendment (the “Amendment”) to its Articles of Amendment and Restatement of Declaration of Trust, as amended, with the State of Maryland State Department of Assessments and Taxation to increase the total number of authorized common shares of beneficial interest from 200,000,000 to 450,000,000. The Amendment became effective upon filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
|
Exhibit No. |
|
Description |
|
|
|
|
|
3.1 |
|
Articles of Amendment to Kite Realty Group Trust Articles of Amendment and Restatement of Declaration of Trust, dated June 26, 2014 |
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.
|
|
KITE REALTY GROUP TRUST |
|
|
|
|
June 27, 2014 |
/s/ Daniel R. Sink |
|
|
Daniel R. Sink |
|
|
Executive Vice President and Chief Financial Officer |
Exhibit 3.1
KITE REALTY GROUP TRUST
ARTICLES OF AMENDMENT
Kite Realty Group Trust, a Maryland real estate investment trust (the “Trust”) under Title 8 of the Corporations and Associations Article of the Annotated Code of Maryland, hereby certifies to the State Department of Assessments and Taxation of Maryland that:
FIRST: Section 6.1 of Article VI of the Articles of Amendment and Restatement of Declaration of Trust of the Trust, filed on August 12, 2004 (the “Declaration of Trust”), is hereby amended by deleting such Section 6.1 and replacing it in its entirety with the following:
*******
“Section 6.1 Authorized Shares. The beneficial interest of the Trust shall be divided into shares of beneficial interest (the “Shares”). The Trust has authority to issue 450,000,000 common shares of beneficial interest, $0.01 par value per share (“Common Shares”), and 40,000,000 preferred shares of beneficial interest, $0.01 par value per share (“Preferred Shares”).”
*******
SECOND: The amendment to the Declaration of Trust as set forth above has been duly approved and advised by the Board of Trustees of the Trust and approved by the shareholders of the Trust as required by law.
THIRD: The total number of shares of beneficial interest that the Trust had authority to issue immediately prior to the filing of these Articles of Amendment was 200,000,000 common shares of beneficial interest, $0.01 par value per share, and 40,000,000 preferred shares of beneficial interest, $0.01 par value per share. Immediately prior to the filing of these Articles of Amendment, the aggregate par value of all authorized common shares of beneficial interest having par value was $2,000,000, and the aggregate par value of all authorized preferred shares of beneficial interest having par value was $400,000.
FOURTH: The total number of shares of beneficial interest that the Trust has authority to issue immediately upon the filing of these Articles of Amendment is 450,000,000 common shares of beneficial interest, $0.01 par value per share, and 40,000,000 preferred shares of beneficial interest, $0.01 par value per share. Immediately upon the filing of these Articles of Amendment, the aggregate par value of all authorized common shares of beneficial interest having par value is $4,500,000, and the aggregate par value of all authorized preferred shares of beneficial interest having par value is $400,000.
FIFTH: The preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends, qualifications and terms and conditions of redemption were not changed by the foregoing amendment.
SIXTH: The undersigned officer acknowledges these Articles of Amendment to be the corporate act of the Trust and as to all matters of facts required to be verified under oath, the undersigned officer acknowledges that to the best of his knowledge, information and belief, these matters and facts are true in all material respects and that this statement is made under the penalties of perjury.
[Remainder of page intentionally left blank]
IN WITNESS WHEREOF, Kite Realty Group Trust has caused these Articles of Amendment to be executed under seal in its name and on its behalf by the undersigned officer, and attested to by its Secretary, on this 26th day of June, 2014.
|
|
KITE REALTY GROUP TRUST | |
|
|
| |
|
|
| |
|
|
By: |
/s/ John A. Kite |
|
|
|
John A. Kite |
|
|
|
Chairman and Chief Executive Officer |
|
Attest: |
/s/ Thomas R. Olinger |
|
|
|
Thomas R. Olinger |
|
|
|
Secretary |
|
Return Address:
Kite Realty Group Trust
30 S. Meridian Street
Suite 1100
Indianapolis, Indiana 46204