-----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, HrNQojCH+Jssey0FbNw+xhN9kNDPWKVSY8S/cMfDZgScudgWvZLat4h3tBm0HuOT GInO7S1xOzZJDCLAi1WZlQ== 0000889812-98-000950.txt : 19980416 0000889812-98-000950.hdr.sgml : 19980416 ACCESSION NUMBER: 0000889812-98-000950 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19980415 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19980415 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: KIMCO REALTY CORP CENTRAL INDEX KEY: 0000879101 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 132744380 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-10899 FILM NUMBER: 98594234 BUSINESS ADDRESS: STREET 1: 3333 NEW HYDE PARK RD STREET 2: PO BOX 5020 CITY: NEW HYDE PARK STATE: NY ZIP: 11042 BUSINESS PHONE: 5168699000 8-K 1 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 April 15, 1998 Date of Report (Date of earliest event reported) Kimco Realty Corporation (Exact name of registrant as specified in its charter) Maryland 1-10899 13-2744380 - ----------------------- ----------------- ------------------ (State or other jurisdiction of (Commission File Number) (IRS Employer incorporation) Identification No.) 3333 New Hyde Park Road New Hyde Park, New York 11042-0020 - ------------------------------------- ------------------ (Address of principal executive (zip code) offices) 516/869-9000 ----------------------------------- Registrant's telephone, including area code Not Applicable - -------------------------------------------------------------------------------- (former name or former address, if changed since last report.) 1 of 4 KIMCO REALTY CORPORATION AND SUBSIDIARIES CURRENT REPORT ON FORM 8-K Item 5. Other Events As previously disclosed in Kimco Realty Corporation's Current Reports on Form 8-K filed January 21, 1998, January 30, 1998 and March 12, 1998, Kimco Realty Corporation ("Kimco" or the "Company") and The Price REIT, Inc. ("Price REIT") announced a definitive agreement to merge (the "Merger"). Incorporated by reference herein as Exhibit 99.1 are the audited consolidated balance sheets of Price REIT as of December 31, 1997 and 1996 and the related consolidated statements of income, stockholders' equity and cash flows for each of the three years in the period ended December 31, 1997. Attached and incorporated by reference herein as Exhibit 23.1 is a copy of a consent of Ernst & Young LLP. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits (c) Exhibits 23.1 Consent of Ernst & Young LLP 99.1 The audited consolidated balance sheets of Price REIT as of December 31, 1997 and 1996, and the related consolidated statements of income, stockholders' equity and cash flows for each of the three years in the period ended December 31, 1997 incorporated by reference herein, from the Annual Report on Form 10-K of Price REIT for the year ended December 31, 1997 (File No. 1-13432) 2 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 ------------------------ Registrant Date: April 15, 1998 By: /s/ Michael V. Pappagallo ----------------------------- Michael V. Pappagallo Chief Financial Officer 3 EX-23.1 2 CONSENT OF INDEPENDENT AUDITORS EXHIBIT 23.1 Consent of Independent Auditors We consent to the incorporation by reference in this Current Report (Form 8-K) of Kimco Realty Corporation of our report dated January 16, 1998 (except for Note 11, as to which the date is March 5, 1998), with respect to the consolidated financial statements of The Price REIT, Inc. included in its Annual Report on Form 10-K for the year ended December 31, 1997, filed with the Securities and Exchange Commission and the incorporation by reference of the Form 8-K in the Registration Statements (Form S-3 No. 333-37285 and Form S-3 No. 333-4833) and related Prospectus of Kimco Realty Corporation for the registration of an aggregate maximum total of $500,000,000 of debt securities, preferred stock, depositary shares representing preferred stock, common stock and common stock warrants. /s/ Ernst & Young LLP San Diego, California April 13, 1998 -----END PRIVACY-ENHANCED MESSAGE-----