8-K 1 form8k112910.htm FORM 8-K 11/29/10 form8k112910.htm

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): November 29, 2010
 
 
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 8.01.
Other Events.
 
United States Federal Income Tax Considerations
 
Kite Realty Group Trust (the “Company”) is filing as Exhibit 99.1 (incorporated by reference herein) a discussion of the material U.S. federal income tax considerations relating to its qualification and taxation as a real estate investment trust, or REIT, and the acquisition, holding, and disposition of its equity securities.  The description contained in Exhibit 99.1 to this Form 8-K replaces and supersedes prior descriptions of the U.S. federal income tax treatment of the Company and its shareholders to the extent that they are inconsistent with the description contained in this Form 8-K.
 
Certain statements in the description of U.S. federal income tax considerations contain certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Such statements are based on assumptions and expectations that may not be realized and are inherently subject to risks, uncertainties and other factors, many of which cannot be predicted with accuracy and some of which might not even be anticipated. Future events and actual results, performance, transactions or achievements, financial or otherwise, may differ materially from the results, performance, transactions or achievements expressed or implied by the forward-looking statements. Risks, uncertainties and other factors that might cause such differences, some of which could be material, include, but are not limited to:
 
·  
national and local economic, business, real estate and other market conditions, particularly in light of the current economic challenges;
 
·  
financing risks, including the availability of and costs associated with sources of liquidity;
 
·  
the Company’s ability to refinance, or extend the maturity dates of, its indebtedness (particularly its debt maturities coming due in 2011);
 
·  
the level and volatility of interest rates;
 
·  
the financial stability of tenants, including their ability to pay rent and the risk of tenant bankruptcies;
 
·  
the competitive environment in which the Company operates;
 
·  
acquisition, disposition, development and joint venture risks;
 
·  
property ownership and management risks;
 
·  
the Company’s ability to maintain its status as a REIT for federal income tax purposes;
 
·  
potential environmental and other liabilities;
 
·  
impairment in the value of real estate property the Company owns;
 
·  
risks related to the geographical concentration of the Company’s properties in Indiana, Florida and Texas;
 
·  
other factors affecting the real estate industry generally; and
 
·  
other risks identified from time to time in reports the Company files with the SEC or in other documents that the Company publicly disseminates, including, in particular, the section titled “Risk Factors” in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2009.
 
Except as otherwise required by the federal securities laws, the Company undertakes no obligation to publicly update or revise these forward-looking statements, whether as a result of new information, future events or otherwise.  The Company refers you to the documents filed by it from time to time with the SEC, which discuss these and other factors that could adversely affect its results.
 
 
Item 9.01.
Financial Statements and Exhibits.
 
(a) Not applicable.
 
(b) Not applicable.
 
(c) Not applicable.
 
(d) Exhibits.

Exhibit Number
Description
99.1
United States Federal Income Tax Considerations
   
 
 
 
 

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: November 29, 2010
By:
/s/ Daniel R. Sink
     
   
Daniel R. Sink
   
Executive Vice President and
   
Chief Financial Officer
 
 
 
 

 
 
EXHIBIT INDEX
 
Exhibit Number
Description
99.1
United States Federal Income Tax Considerations