-----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, R1JCOrBwpJzSDj6UP22pwH/oxzPidAcUy+0RkVo0umVGpR32TR+X+vbhIBiCw/mu QpOHDphJ0OiAkZhUTPYthw== 0000898822-06-001081.txt : 20060929 0000898822-06-001081.hdr.sgml : 20060929 20060929101227 ACCESSION NUMBER: 0000898822-06-001081 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060925 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060929 DATE AS OF CHANGE: 20060929 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: 1934 Act SEC FILE NUMBER: 001-10899 FILM NUMBER: 061115748 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 MAIL ADDRESS: STREET 1: 3333 NEW HYDE PARK ROAD STREET 2: PO BOX 5020 CITY: NEW HYDE PARKQ STATE: NY ZIP: 11042 8-K 1 kimco8kannouncingvote.txt 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: SEPTEMBER 25, 2006 (DATE OF EARLIEST EVENT REPORTED) - ------------------------------------------------------------------------------- KIMCO REALTY CORPORATION (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) - ------------------------------------------------------------------------------- MARYLAND (STATE OR OTHER JURISDICTION OF INCORPORATION) 1-10899 13-2744380 (COMMISSION FILE NUMBER) (IRS EMPLOYER IDENTIFICATION NO.) 3333 NEW HYDE PARK ROAD NEW HYDE PARK, NEW YORK 11042-0020 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE) (516) 869-9000 (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): [X] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) ITEM 8.01. OTHER EVENTS. On September 25, 2006, Kimco and Pan Pacific Retail Properties, Inc. ("Pan Pacific") issued a joint press release, announcing that Pan Pacific's stockholders approved the proposed merger of Pan Pacific with KRC Acquisition, Inc., a subsidiary of Kimco, and the other transactions contemplated by the merger agreement dated July 9, 2006. Kimco and Pan Pacific also announced that they have set October 31, 2006 as the closing date for the transactions. A copy of the joint press release is filed as Exhibit 99.1 hereto. ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS. (a) Not applicable. (b) Not applicable. (c) Not applicable. (d) Exhibits. The following are filed as Exhibits to this Report. EXHIBIT NO. EXHIBIT DESCRIPTION 99.1 Joint Press Release, dated September 25, 2006, announcing the approval of Pan Pacific stockholders and the closing date 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 Date: September 28, 2006 By: /s/ Michael V. Pappagallo ------------------------------------ Name: Michael V. Pappagallo Title: Executive Vice President and Chief Financial Officer EXHIBIT INDEX EXHIBIT NO. EXHIBIT DESCRIPTION 99.1 Joint Press Release, dated September 25, 2006, announcing the approval of Pan Pacific stockholders and the closing date EX-99.1 2 exhibit991.txt EXHIBIT 99.1 STOCKHOLDERS OF PAN PACIFIC RETAIL PROPERTIES, INC. APPROVE MERGER; KIMCO AND PAN PACIFIC SET CLOSING DATE FOR TRANSACTION NEW HYDE PARK, N.Y. AND SAN DIEGO, CALIF., SEPTEMBER 25, 2006 - Kimco Realty Corporation (NYSE: KIM) and Pan Pacific Retail Properties, Inc. (NYSE: PNP) today announced that, at a meeting held earlier today, Pan Pacific stockholders approved the proposed merger of Pan Pacific with KRC Acquisition Inc., a subsidiary of Kimco, and the other transactions contemplated by the merger agreement. Kimco and Pan Pacific also announced that they have set October 31, 2006 as the closing date for the transactions. Kimco and Pan Pacific previously announced that, as permitted by their merger agreement, Kimco has elected to pay the $70 per share merger consideration with $60 in cash and $10 in newly issued Kimco common stock. Unless Kimco exercises its right to revoke its stock election, the number of shares of Kimco common stock that Pan Pacific stockholders will receive will be determined based on the closing price average of Kimco common stock over the 10 trading days immediately preceding the closing date. Pan Pacific stockholders will receive a pro rata portion of Pan Pacific's regular $0.64 per share dividend for each day between September 26, 2006 and the closing date. If the closing occurs as scheduled on October 31, 2006, the total amount of the pro rata dividend will be $0.2365 per share. ABOUT KIMCO REALTY CORPORATION Kimco has specialized in shopping center acquisitions, development and management for over 45 years. Kimco owns and operates the nation's largest portfolio of neighborhood and community shopping centers with interests in 1,118 properties comprising approximately 143.6 million square feet of leasable space located throughout 45 states, Canada, Mexico and Puerto Rico. For further information refer to the Company's web site at WWW.KIMCOREALTY.COM. ABOUT PAN PACIFIC RETAIL PROPERTIES Pan Pacific Retail Properties, Inc. is an equity real estate investment trust (REIT) traded on the New York Stock Exchange under the symbol PNP. The Company is the largest neighborhood shopping center REIT focused exclusively on the West Coast. Pan Pacific's portfolio currently totals 138 properties, encompassing approximately 22.6 million square feet of retail space. The portfolio is principally diversified across five distinct regions in the Western United States: Northern California, Southern California, Washington, Oregon and Nevada. Pan Pacific specializes in the acquisition, ownership and management of community and neighborhood shopping centers for everyday essentials. The Company's strategy is aimed at generating long-term stable cash flow through maintaining a diverse portfolio and tenant base, balanced with consistent growth through its acquisition and property management programs. Pan Pacific is headquartered in Vista (San Diego), California, and has regional offices located in Sacramento, California; Kent, Washington; Portland, Oregon; and Las Vegas, Nevada. Additional information on Pan Pacific is available on the Company's website at http://www.pprp.com. # # # FORWARD-LOOKING STATEMENTS This press release contains "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. All statements other than statements of historical facts included in this press release are forward-looking statements. All forward-looking statements speak only as of the date of this press release. Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the actual results, performance, achievements or transactions of Kimco, Pan Pacific and their affiliates or industry results or the benefits of the proposed merger to be materially different from any future results, performance, achievements or transactions expressed or implied by such forward-looking statements. Such risks, uncertainties and other factors relate to, among others, Kimco's right under the merger agreement to revoke its election to include stock in the merger consideration, and the satisfaction of conditions to the closing of the merger. Additional information or factors which could impact the companies and the forward-looking statements contained herein are included in each company's filings with the Securities and Exchange Commission. The companies assume no obligation to update or supplement forward-looking statements that become untrue because of subsequent events. ADDITIONAL INFORMATION AND WHERE TO FIND IT This press release does not constitute an offer of any securities for sale. In connection with the proposed transaction, Kimco and Pan Pacific have filed a definitive proxy statement/prospectus dated August 23, 2006 with the Securities and Exchange Commission as part of a registration statement regarding the proposed merger. Investors and security holders are urged to read the proxy statement/prospectus because it contains important information about Kimco and Pan Pacific and the proposed merger. Investors and security holders may obtain a free copy of the definitive proxy statement/prospectus and other documents filed by Kimco and Pan Pacific with the SEC at the SEC's website at WWW.SEC.GOV. The definitive proxy statement/prospectus and other relevant documents may also be obtained free of charge from Kimco or Pan Pacific by directing such request to: Kimco Realty Corporation, 3333 New Hyde Park Road, New Hyde Park, New York 11042-0020 Attention: Investor Relations or Pan Pacific Retail Properties, Inc., 1631B South Melrose Drive, Vista, California 92083 Attention: Investor Relations. Investors and security holders are urged to read the proxy statement, prospectus and other relevant material before making any investment decisions with respect to the merger. Kimco Contact: Pan Pacific Contact: Scott G. Onufrey Carol Merriman Vice President - Investor Relations Investor Relations 516-869-7190 760-598-2002 -----END PRIVACY-ENHANCED MESSAGE-----