-----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, LZhfiFBAHxizW+Pw/tOQ8tt+xX5jwReuhhdsqUeXDUayLLkoqw8ofKtdVmHQNdsy /lVtkr6SagBpb72+A0vteA== 0001125282-03-003224.txt : 20030508 0001125282-03-003224.hdr.sgml : 20030508 20030508172822 ACCESSION NUMBER: 0001125282-03-003224 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20030508 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20030508 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: 03688780 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 b324707_8k.txt CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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) May 8, 2003 ----------- Kimco Realty Corporation - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its chapter) Maryland 1-10899 13-2744380 -------- ------- ---------- (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 3333 New Hyde Park Road New Hyde Park, New York 11042-0020 ----------------------- ---------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (516) 869-9000 -------------- ---------------------------------------------------------- (Former name or former address, if changed since last report) Item 5. Other Events and Regulation FD Disclosure. On May 8, 2003, Kimco Realty Corporation (the "Company") announced that it has completed the offering of 7,000,000 depositary shares, each representing a one tenth interest in a share of the Company's 6.65% Class F Cumulative Redeemable Preferred Stock. The Company also announced that it has called for redemption all outstanding shares of the Company's 7 3/4% Class A Cumulative Redeemable Preferred Stock, par value $1.00 per share, and for the redemption of all outstanding shares of the Company's 8 3/8% Class C Cumulative Redeemable Preferred Stock, par value $1.00 per share. The redemption date for the Class A and Class C preferred stock will be June 9, 2003. A copy of the Company's press release has been filed as an exhibit to this Current Report on Form 8-K. Item 7. Financial Statements and Exhibits. Kimco Realty Corporation (the "Company") is filing as an exhibit to this Current Report on Form 8-K, and incorporating by reference herein, the figures used to calculate the Company's ratio of earnings to fixed charges and ratio of earnings to combined fixed charges and preferred stock dividends for the three months ending March 31, 2003. -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 May 8, 2003 By: /s/ Michael V. Pappagallo ----------- ------------------------- Name: Michael V. Pappagallo Its: Vice President and Chief Financial Officer -3- EXHIBIT INDEX EXHIBIT NO. DOCUMENT DESCRIPTION 99.1 Press Release, dated May 8, 2003. 99.2 Calculation of ratio of earnings to fixed charges and ratio of earnings to combined fixed charges and preferred stock dividends. -4- EX-99.1 3 b324707_ex99-1.txt PRESS RELEASE DATED MAY 8, 2003 Exhibit 99.1 [KIMCO REALTY CORPORATION LOGO] FOR IMMEDIATE RELEASE May 8, 2003 Kimco Announces $175 Million 6.65% Preferred Stock Offering; Announces Redemption of 7 3/4% Class A and 8 3/8% Class C Cumulative Redeemable Preferred Stock NEW HYDE PARK, N.Y., May 8, 2003 - Kimco Realty Corporation (NYSE: KIM) today announced that it has completed the offering of 7,000,000 depositary shares, each representing a one-tenth fractional interest in a share of the Company's 6.65% Class F Cumulative Redeemable Preferred Stock, par value $1.00. These Depositary Shares, priced at $25.00, entitle holders to a 6.65% cumulative dividend, or $1.6625 per annum, are not convertible into Common Stock and are redeemable at par at the option of the Company on and after June 5, 2008. The new shares will be issued on June 5, 2003 and the first quarterly dividend in the prorated amount of 18.4722 cents per share will be made on July 15, 2003 to shareholders of record on July 1, 2003. In addition, Kimco announced that it will use the proceeds from this offering to redeem all 2,000,000 outstanding depositary shares of the Company's 8 1/2% Class B Cumulative Redeemable Preferred Stock (the "Class B Preferred Stock," NYSE:KIMprB), par value $1.00 and all 4,000,000 outstanding depositary shares of the Company's 8 3/8% Class C Cumulative Redeemable Preferred Stock, par value $1.00 per share (the "Class C Preferred Stock," NYSE:KIMprC), at the redemption price of $25.00 per depositary share plus accrued and unpaid dividends. In addition, a portion of the proceeds will be used to redeem all 3,000,000 outstanding depositary shares of the Company's 7 3/4% Class A Cumulative Redeemable Preferred Stock (the "Class A Preferred Stock," NYSE:KIMprA), par value $1.00 per share. Kimco's Board of Directors has set June 9, 2003 as the redemption date on which all outstanding depositary shares of Class A and Class C Preferred Stock will be redeemed. Holders of the Class A depositary shares will receive cash consideration of $25.00 per depositary share plus 12.9167 cents per depositary share representing accrued and unpaid dividends on the redemption date. Holders of the Class C depositary shares will receive cash consideration of $25.00 per depositary share plus 31.4070 cents per depositary share representing accrued and unpaid dividends on the redemption date. Dividends will cease to accrue on the Class A and Class C Preferred Stock as of the redemption date. As previously announced, holders of Class B depositary shares will receive cash consideration of $25.00 per depositary share plus 27.7431 cents per depositary share representing accrued and unpaid dividends through the Class B redemption date of June 2, 2003. For additional information on redeeming shares, Class A, Class B and Class C Preferred Stock shareholders should contact The Bank of New York (Kimco's transfer agent, paying agent and the depositary for the Class A, Class B and Class C Preferred Stock) at 1-800-507-9357. To redeem their shares, holders of the Class A, Class B and Class C Preferred Stock may surrender their depositary receipt(s) evidencing depositary shares for Kimco Class A, Class B and Class C Preferred Stock to: If by mail: If by hand delivery or overnight express: The Bank of New York The Bank of New York Reorganization Services Reorganization Services P.O. Box 11248 101 Barclay Street Church Street Station Receive and Deliver Window, Street Level New York, NY 10286-1248 New York, NY 10286 Kimco, a publicly traded real estate investment trust, has specialized in shopping center acquisitions, development and management for more than 35 years, and owns and operates the nation's largest portfolio of neighborhood and community shopping centers with interests in 630 properties comprising approximately 91.7 million square feet of leasable space located throughout 41 states, Canada and Mexico. Contact: Kimco Realty Corporation Scott Onufrey (516) 869-7190 sonufrey@kimcorealty.com EX-99.2 4 b324707_ex99-2.txt CALCULATION OF EARNINGS TO CHARGES Exhibit 99.2 Kimco Realty Corporation and Subsidiaries Computation of Ratio of Earnings to Fixed Charges For the three months ended March 31, 2003 Pretax earnings from continuing operations $ 69,319,084 Less: Income or loss from equity investees (13,216,590) ------------ Adjusted pretax earnings from continuing operations 56,102,494 Add: Interest on indebtedness 22,120,727 Amortization of debt related expenses 875,519 Portion of rents representative of the interest factor 1,350,666 ------------ 80,449,406 Distrubuted income from equity investees 7,055,751 ------------ Pretax earnings from continuing operations, as adjusted $ 87,505,157 Fixed charges - Interest on indebtedness $ 24,284,608 Amortization of debt related expenses 732,196 Portion of rents representative of the interest factor 1,350,666 ------------ Fixed charges $ 26,367,470 Ratio of earnings to fixed charges 3.3 Kimco Realty Corporation and Subsidiaries Computation of Ratio of Earnings to Combined Fixed Charges and Preferred Stock Dividends For the three months ended March 31, 2003 Pretax earnings from continuing operations $ 69,319,084 Less: Income or loss from equity investees (13,216,590) Adjusted pretax earnings from continuing operations 56,102,494 Add: Interest on indebtedness (excluding capitalized interest) 22,120,727 Amortization of debt related expenses 875,519 Portion of rents representative of the interest factor 1,350,666 ------------ 80,449,406 Distrubuted income from equity investees 7,055,751 ------------ Pretax earnings from continuing operations, as adjusted $ 87,505,157 Combined fixed charges and preferred stock dividends - Interest on indebtedness $ 24,284,608 Preferred stock dividends 4,609,425 Amortization of debt related expenses 732,196 Portion of rents representative of the interest factor 1,350,666 ------------ Combined fixed charges and preferred stock dividends $ 30,976,895 Ratio of Earnings to Combined Fixed Charges and Preferred Stock Dividends 2.8 -----END PRIVACY-ENHANCED MESSAGE-----