-----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, Sbcizl24vD1d/qzVRqYnJVk/xtPn/2lMOHXjRCszOEQQYdNbBu7NvSj/4TOek0tw sabdwnHmGdjF85mT3flang== 0000889812-98-001254.txt : 19980518 0000889812-98-001254.hdr.sgml : 19980518 ACCESSION NUMBER: 0000889812-98-001254 CONFORMED SUBMISSION TYPE: S-4/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19980515 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: S-4/A SEC ACT: SEC FILE NUMBER: 333-52667 FILM NUMBER: 98622401 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 S-4/A 1 AMENDMENT NO. 1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 15, 1998. REGISTRATION NO. 333-52667 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------ Amendment No. 1 to FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ------------------------ KIMCO REALTY CORPORATION (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) MARYLAND 6798 13-2744380 (STATE OR OTHER JURISDICTION (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER OF INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NUMBER) IDENTIFICATION NO.)
------------------------ KIMCO REALTY CORPORATION 3333 NEW HYDE PARK ROAD NEW HYDE PARK, NEW YORK 11042-0020 (516) 869-9000 (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES) ------------------------ MR. MILTON COOPER KIMCO REALTY CORPORATION 3333 NEW HYDE PARK ROAD NEW HYDE PARK, NEW YORK 11042-0020 (516) 869-9000 (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE) ------------------------ Copies to: JOSEPH W. ARMBRUST, ESQ. KENNETH M. DORAN, ESQ. BROWN & WOOD LLP GIBSON, DUNN & CRUTCHER LLP ONE WORLD TRADE CENTER 333 SOUTH GRAND AVENUE NEW YORK, NEW YORK 10048-0557 LOS ANGELES, CALIFORNIA 90071 (212) 839-5300 (213) 229-7000
------------------------ APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as practicable after the effective date of this Registration Statement. If the securities being registered on this form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. / / If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. / / If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. / / ------------------------ THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE. - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- This Amendment No. 1 to the Registration Statement on Form S-4 is being filed solely for the purpose of filing Exhibit 23.5. SIGNATURES PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT, THE REGISTRANT HAS DULY CAUSED THIS REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY OF NEW YORK, STATE OF NEW YORK, ON MAY 15, 1998. KIMCO REALTY CORPORATION By: /s/ MILTON COOPER ---------------------------------- MILTON COOPER Chairman of the Board and Chief Executive Officer PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT, THIS REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE REFERENCED CAPACITIES ON MAY 15, 1998.
SIGNATURE TITLE --------- ----- /s/ MILTON COOPER Chairman of the Board of Directors and - ----------------------------------------- MILTON COOPER Chief Executive Officer (Principal Executive Officer) MICHAEL J. FLYNN* Vice Chairman of the Board of Directors, - ----------------------------------------- MICHAEL J. FLYNN President and Chief Operating Officer /s/ MICHAEL V. PAPPAGALLO Vice President and Chief Financial Officer - ----------------------------------------- MICHAEL V. PAPPAGALLO (Principal Financial and Accounting Officer) MARTIN S. KIMMEL* Director - ----------------------------------------- MARTIN S. KIMMEL RICHARD G. DOOLEY* Director - ----------------------------------------- RICHARD G. DOOLEY FRANK LOURENSO* Director - ----------------------------------------- FRANK LOURENSO JOE GRILLS* Director - ----------------------------------------- JOE GRILLS
/s/ MILTON COOPER ----------------- MILTON COOPER, as attorney-in-fact* EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION - ---------- -------------------------------------------------------------------------------------------------------- 2.1 -- Agreement and Plan of Merger, dated as of January 13, 1998, among Kimco Realty Corporation, REIT Sub, Inc. and The Price REIT, Inc., as amended as of March 5, 1998 (contained in Annex A to the Joint Proxy Statement/Prospectus included in this Registration Statement). 4.1 -- Articles of Amendment and Restatement of Kimco, dated August 4, 1994 (Incorporated by reference to Exhibit 3.1 to the Kimco Annual Report on Form 10-K for the fiscal year ended December 31, 1994). 4.2 -- Bylaws of Kimco, as amended to August 4, 1994. 4.3 -- Articles Supplementary relating to the Kimco 8 1/2% Class B Cumulative Redeemable Preferred Stock, par value $1.00 per share, of Kimco, dated July 25, 1995 (Incorporated by referenced to Exhibit 3.3 to the Kimco Annual Report on Form 10-K for the year ended December 31, 1995 (file #1-10899) (the '1995 Form 10-K')). 4.4 -- Articles Supplementary relating to the 8 3/8% Class C Cumulative Redeemable Preferred Stock, par value $1.00 per share, of Kimco, dated April 9, 1996 (Incorporated by reference to Exhibit 3.4 to the Kimco Annual Report on Form 10-K for the year ended December 31, 1996 (file #1-10899) (the '1996 Form 10-K')). 4.5 -- Agreement of Kimco pursuant to Item 601(b)(4)(iii)(A) of Regulation S-K (Incorporated by reference to Exhibit 4.1 to Amendment No. 3 to Kimco's Registration Statement on Form S-11 No. 33-42588). 4.6 -- Form of $100 million 6 1/2% Senior Notes due 2003 (Incorporated by reference to Exhibit 4.2 to Kimco's Annual Report on Form 10-K for the year ended December 31, 1993 (file #1-10899) (the '1993 Form 10-K')). 4.7 -- Form of $100 million Floating Rate Senior Notes due 1999 (Incorporated by reference to Exhibit 4.3 to the 1993 Form 10-K). 4.8 -- Certificate of Designations (Incorporated by reference to Exhibit 4(d) to Amendment No. 1 to the Registration Statement on Form S-3 dated September 10, 1993 (the 'Registration Statement') Commission File No. 33- 67552). 4.9 -- Indenture dated September 1, 1993 between Kimco Realty Corporation and IBJ Schroder Bank and Trust Company (Incorporated by reference to Exhibit 4(a) to the Registration Statement). 4.10 -- First Supplemental Indenture, dated as of August 4, 1994 (Incorporated by reference to Exhibit 4.6 to the 1995 Form 10-K). 4.11 -- Second Supplemental Indenture, dated as of April 7, 1995 (Incorporated by reference to Exhibit 4(a) to Kimco's Current Report on Form 8-K dated April 7, 1995 (the 'April 1995 8-K')). 4.12 -- Form of Medium-Term Note (Fixed Rate) (Incorporated by reference to Exhibit 4(b) to the April 1995 8-K). 4.13 -- Form of Medium-Term Note (Floating Rate) (Incorporated by reference to Exhibit 4(c) to the April 1995 8-K). 4.14 -- Form of Acquisition Option Agreement between Kimco and the subsidiary named therein (Incorporated by reference to Exhibit 10.1 to Amendment No. 3 to Kimco's Registration Statement on Form S-11 No. 33-42588). 4.15 -- Articles Supplementary relating to the Kimco 7.5% Class D Cumulative Convertible Preferred Stock, par value $1.00 per share (contained in Annex A to the Joint Proxy Statement/Prospectus included in this Registration Statement). 4.16 -- Form of Deposit Agreement among Kimco, BankBoston, N.A., as Depositary, and all Holders from time to time of Receipts (as therein defined) issued thereunder.* 5.1 -- Opinion of Brown & Wood LLP regarding legality.* 8.1 -- Opinion of Gibson, Dunn & Crutcher LLP regarding certain income tax matters.*
EXHIBIT NUMBER DESCRIPTION - ---------- -------------------------------------------------------------------------------------------------------- 8.2 -- Opinion of Brown & Wood LLP regarding certain income tax matters.* 10.2 -- Management Agreement between Kimco and KC Holdings, Inc. (Incorporated by reference to Exhibit 10.2 to Kimco's Registration Statement on Form S-11 No. 33-47915). 10.3 -- Amendment and Restated Stock Option Plan (Incorporated by reference to Exhibit 10.3 to the 1995 Form 10-K). 10.4 -- Credit Agreement among Kimco Realty Corporation, The Several Lenders from Time to Time Parties Hereto, Chemical Bank and The First National Bank of Chicago, as Co-Managers and Chemical Bank, as Administrative Agent, dated as of June 30, 1994. (Incorporated by reference to Exhibit 10.4 to Kimco's Quarterly Report on Form 10-Q for the quarterly period ended June 30, 1994). 10.5 -- Employment Agreement, Restricted Equity Agreement, Non-Qualified and Incentive Stock Option Agreement, and Price Condition Non-Qualified and Incentive Stock Option Agreement between Kimco Realty Corporation and Michael J. Flynn, each dated November 1, 1995 (Incorporated by reference to Exhibit 10.5 to the 1995 Form 10-K). 10.6 -- Employment Agreement between Kimco Realty Corporation and Bruce M. Kauderer, dated May 5, 1995 (Incorporated by reference to Exhibit 10.6 to the 1996 Form 10-K). 10.7 -- Employment Agreement between Kimco Realty Corporation and Michael V. Pappagallo, dated April 30, 1997 (Incorporated by reference to Exhibit 10.7 to Kimco's Annual Report on Form 10-K for the year ended December 31, 1997 (file # 1-10899) (the '1997 10-K')). 10.8 -- Credit Agreement among Kimco Realty Corporation, The Several Lenders from Time to Time Parties Thereto, The Chase Manhattan Bank and The First National Bank of Chicago, as Co-Managers and The Chase Manhattan Bank, as Administrative Agent, dated as of March 2, 1998 (Incorporated by reference to Exhibit 10.8 to the 1997 10-K). 10.9 -- Employment Agreement between Kimco Realty Corporation and Joseph K. Kornwasser, dated January 13, 1998.* 10.10 -- Employment Agreement between Kimco Realty Corporation and Jerald Friedman, dated January 13, 1998.* 10.11 -- Employment Agreement between Kimco Realty Corporation and Lawrence M. Kronenberg, dated January 13, 1998.* 23.1 -- Consents of Brown & Wood LLP (contained in Exhibit 5.1 & 8.2).* 23.2 -- Consent of Gibson, Dunn & Crutcher LLP* (contained in Exhibit 8.1).* 23.4 -- Consent of Coopers & Lybrand LLP.* 23.5 -- Consent of Ernst & Young LLP.** 23.6 -- Consent of Jefferies & Co.* 23.7 -- Consent of Merrill Lynch, Pierce, Fenner & Smith Incorporated.* 24.1 -- Powers of attorney (included on Signature Page). 99.1 -- Form of Kimco Proxy.* 99.2 -- Form of Price REIT Proxy.*
- ------------------ * Previously filed. ** Filed herewith. EX-23.5 2 CONSENT OF ERNST & YOUNG LLP EXHIBIT 23.5 CONSENT OF INDEPENDENT AUDITORS We consent to the reference to our firm under the caption "Experts" in the Registration Statement (Form S-4) and related Joint Proxy Statement/Prospectus of Kimco Realty Corporation and The Price REIT, Inc. and to the incorporation by reference therein 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 and schedule of The Price REIT, Inc. included in its Annual Report (Form 10-K) for the year ended December 31, 1997; our reports dated December 16, 1997 with respect to the statements of revenue over specific operating expenses of the Piscataway Towne Center and Cordata Centre of The Price REIT, Inc. included in its Current Report on Form 8-K dated November 13, 1997; our report dated October 24, 1997 with respect to the statement of revenue over specific operating expenses of the Renaissance Centre of The Price REIT, Inc. included in its Current Report on Form 8-K dated September 12, 1997; our report dated June 24, 1997 with respect to the statement of revenue over specific operating expenses of the Smoketown Stations Center of The Price REIT, Inc. included in its Current Report on Form 8-K dated May 28, 1997; and our report dated April 10, 1997 with respect to the statement of revenue over specific operating expenses of the Arboretum Crossing Center of The Price REIT, Inc. included in its Current Report on Form 8-K dated April 16, 1997, filed with the Securities and Exchange Commission. /s/ ERNST & YOUNG LLP San Diego, California May 12, 1998 -----END PRIVACY-ENHANCED MESSAGE-----