-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, G9BC4PjIn3rvsg54zIjBsNoZTVO+Tumg7Kw3scQ6O8QXHLkEo+2DS2aSyGyJ7y2d Cm7tYT8LUSGzE1hosgntRQ== 0001286043-08-000198.txt : 20081209 0001286043-08-000198.hdr.sgml : 20081209 20081209161013 ACCESSION NUMBER: 0001286043-08-000198 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20081203 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20081209 DATE AS OF CHANGE: 20081209 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KITE REALTY GROUP TRUST CENTRAL INDEX KEY: 0001286043 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 113715772 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-32268 FILM NUMBER: 081238582 BUSINESS ADDRESS: STREET 1: 30 S MERIDIAN STREET STREET 2: SUITE 1100 CITY: INDIANAPOLIS STATE: IN ZIP: 46204 BUSINESS PHONE: 3175775600 MAIL ADDRESS: STREET 1: 30 S MERIDIAN STREET STREET 2: SUITE 1100 CITY: INDIANAPOLIS STATE: IN ZIP: 46204 8-K 1 kiterealty_8k.htm CURRENT REPORT

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): December 3, 2008

 

KITE REALTY GROUP TRUST

(Exact name of registrant as specified in its charter)

 

 

Maryland

(State or Other Jurisdiction

of Incorporation)

1-32268

(Commission

File Number)

11-3715772

(IRS Employer

Identification No.)

 

30 S. Meridian Street
Suite 1100
Indianapolis, IN

(Address of Principal Executive Offices)

 

 

 

 

46204

(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 5.02.          Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On December 3, 2008, Alvin E. Kite, Jr. provided the Board of Trustees of Kite Realty Group Trust (the “Company”) with notice of his retirement from the Board of Trustees and as Chairman of the Board, and the Board of Trustees appointed John A. Kite, the Company’s President and Chief Executive Officer and a member of the Board of Trustees, as Chairman of the Board, effective immediately. In connection with John Kite becoming Chairman, he is relinquishing his role as President, but will continue to hold the office of Chief Executive Officer. There is no present change in compensation for John Kite in connection with his appointment as Chairman and his existing employment arrangement will remain in effect.

Also on December 3, 2008, the Board of Trustees appointed Thomas K. McGowan, previously the Company’s Senior Executive Vice President and Chief Operating Officer, as President and Chief Operating Officer. There is no present change in compensation for Mr. McGowan in connection with his appointment as President and his existing employment arrangement will remain in effect.

Mr. McGowan has been the Company’s Senior Executive Vice President and Chief Operating Officer since 2007. Previously, he was Executive Vice President and Chief Operating Officer since the Company’s initial public offering in August 2004. Mr. McGowan also had been Executive Vice President and one of the partners of Kite Companies since 1995. In his role as Senior Executive Vice President and Chief Operating Officer he was primarily responsible for new project development, land acquisition, real estate property management and general operational and organizational functions of the development and construction groups.

The remainder of the information required by this Item regarding transactions with related persons is hereby incorporated by reference to the material appearing in the Company’s Proxy Statement relating to the Company’s Annual Meeting of Shareholders held on May 6, 2008, under the caption “Certain Relationships and Related Transactions—Contracts with KMI Management.”

A copy of the press release issued by the Company on December 4, 2008 is attached hereto as Exhibit 99.1 and the information set forth therein is incorporated herein by reference.

Item 9.01.

Financial Statements and Exhibits.

 

(d) The following exhibits are filed as part of this Current Report on Form 8-K:

 

Exhibit Number

 

Description

99.1

Press Release of the Company dated December 4, 2008

 

 

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.

 

 

 

KITE REALTY GROUP TRUST

 

 

 

Date: December 9, 2008

By:

/s/ Daniel R. Sink

 

 

 

 

Daniel R. Sink

 

 

Executive Vice President,

 

 

Chief Financial Officer 

 

 

and Treasurer 

 

 

EXHIBIT INDEX

 

 

Exhibit Number

 

Description

99.1

Press Release of the Company dated December 4, 2008

 

 

 

 EX-99 2 exhibit99-1.htm PRESS RELEASE


 

Contacts:

Kite Realty Group Trust
Dan Sink

Chief Financial Officer

(317) 577-5609

dsink@kiterealty.com

 

Kite Realty Group Trust
Adam Chavers

Director of Investor Relations

(317) 713-5684

achavers@kiterealty.com

 

 

Kite Realty Group Trust Names John A. Kite Chairman of the Board

 

Alvin E. Kite, Jr. Retires as Chairman, to Become Chairman Emeritus

 

Thomas K. McGowan Appointed President

 

Indianapolis, Ind., December 4, 2008 – Kite Realty Group Trust (NYSE: KRG) (the “Company”) announced today that Alvin E. Kite, Jr. has retired as Chairman of the Board of Trustees and John A. Kite, the Company’s President and Chief Executive Officer and a member of the Board of Trustees, will assume the role of Chairman and Chief Executive Officer, effective immediately. In connection with John Kite becoming Chairman and Chief Executive Officer, the Board of Trustees has appointed Thomas K. McGowan, previously the Company’s Senior Executive Vice President and Chief Operating Officer, as President and Chief Operating Officer. The Board of Trustees has designated Alvin Kite as Chairman Emeritus of the Company, and at the Board’s request, he has agreed to continue to be available to advise the Board and senior management from time to time.

 

Alvin Kite was the founder and chairman of the Company’s predecessor company and other affiliated companies, and has served as Chairman of the Board of Trustees since the Company’s initial public offering in August 2004. He was instrumental in the growth of a company that began as an interior construction company in 1960 and today is a full-service real estate company with over $1 billion of assets. A former fighter pilot, Mr. Kite is a recognized leader in the Indianapolis business community, and has been active in numerous Indianapolis-based charitable organizations.

 

“We are grateful for Al’s tremendous contributions to the Company over the years. Al was instrumental in founding and guiding the Company from its inception and in building the Company’s strong foundation and respect within the industry,” said William E. Bindley, the Company’s lead independent trustee. “We have benefited greatly from his knowledge, experience and leadership, and look forward to continuing to benefit from his counsel as Chairman Emeritus in the years ahead.”

 

Alvin Kite commented, “I am confident that the Company will continue to prosper under John’s direction and that his continued leadership, together with the strength and depth of our management team, will provide the direction, support and continuity to drive the Company’s future success. I look forward to my continued involvement with the Company as Chairman Emeritus.”

 

John Kite, Chief Executive Officer of Kite Realty Group stated, “Having had the opportunity to work with and learn from Al has been a tremendous experience. Our management team and entire organization are indebted to Al for passing on his values, principles and passion that guide our organization. I look forward to continuing to work with Tom McGowan in his new role as President and Chief Operating Officer. Tom has played a key role in our company as Chief Operating Officer and has a tremendous understanding of our business. The Board and I have the utmost confidence that Tom, together with the rest of our management team, will continue to assist me in executing our plans and strategies in the years to come.”

 

John A. Kite has served as a trustee since the Company’s formation in March 2004 and as Chief Executive Officer and President since its initial public offering in August 2004. Prior to the initial public offering, he served as President and Chief Executive Officer of Kite Companies since 1997.

 

Thomas K. McGowan has been the Company’s Senior Executive Vice President and Chief Operating Officer since 2007. Previously, he was Executive Vice President and Chief Operating Officer since the Company’s initial public offering in August 2004. Mr. McGowan also had been Executive Vice President and one of the partners of Kite Companies since 1995.

 

About Kite Realty Group Trust

 

Kite Realty Group Trust is a full-service, vertically integrated real estate investment trust engaged primarily on the development, construction, acquisition, ownership and operation of high quality neighborhood and community shopping centers in selected growth markets in the United States. The Company owns interests in a portfolio of operating retail properties, retail properties under development and redevelopment, operating commercial properties, a related parking garage, and parcels of land that may be used for future development of retail or commercial properties.

 

Safe Harbor

 

Certain statements in this document that are not historical fact may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results of the Company to differ materially from historical results or from any results expressed or implied by such forward-looking statements, including without limitation: national and local economic, business, real estate and other market conditions; the ability of tenants to pay rent; the competitive environment in which the Company operates; financing risks, including access to capital at desirable terms; property management risks; the level and volatility of interest rates; financial stability of tenants; the Company’s ability to maintain its status as a REIT for federal income tax purposes; acquisition, disposition, development and joint venture risks; potential environmental and other liabilities; and other factors affecting the real estate industry generally. The Company refers you to the documents filed by the Company from time to time with the Securities and Exchange Commission, which discusses these and other factors that could adversely affect the Company's results. The Company undertakes no obligation to publicly update or revise these forward-looking statements (including the FFO and net income estimates), whether as a result of new information, future events or otherwise.

 

 

 

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