-----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, Um7O53mZymZ817wq9EKaZRl7jBmx5Rl/P7OMfoItJrHjCzS9p9gzvSppOtizt8yb JuTXdujbA4Bbf6jt2tWSPg== 0001125282-03-004500.txt : 20030730 0001125282-03-004500.hdr.sgml : 20030730 20030730171437 ACCESSION NUMBER: 0001125282-03-004500 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030728 ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20030730 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: 03812326 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 b326198_8k.txt FORM 8-K 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) July 28, 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 7. Financial Statements and Exhibits. The items listed below are filed as exhibits and are incorporated by reference into the registration statement on Form S-3 and all amendments thereto (No. 333-106083). Exhibits 1(c) First Amendment to the Distribution Agreement, dated July 28, 2003, by and among Kimco Realty Corporation and Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Banc of America Securities LLC, Banc One Capital Markets, Inc., BNY Capital Markets, Inc., Credit Suisse First Boston LLC, Goldman, Sachs & Co., J.P. Morgan Securities Inc., Morgan Stanley & Co. Incorporated, UBS Securities LLC and Wachovia Capital Markets, LLC. 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 July 30, 2003 By: /s/ Michael V. Pappagallo ----------------------------- ------------------------------ Name: Michael V. Pappagallo Its: Vice President - Treasurer EX-1.(C) 3 b326198_ex-1c.txt FIRST AMENDMENT TO THE DISTRIBUTION AGREEMENT Exhibit 1(c) KIMCO REALTY CORPORATION Series C Medium-Term Notes Due Nine Months or More From Date of Issue First Amendment to the Distribution Agreement July 28, 2003 Reference is hereby made to the Distribution Agreement, dated September 26, 2001 (the "Distribution Agreement"), among Kimco Realty Corporation, a Maryland corporation (the "Corporation") and Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Banc of America Securities LLC, Banc One Capital Markets, Inc., Credit Suisse First Boston LLC, Goldman, Sachs & Co., J.P. Morgan Securities Inc. and Morgan Stanley & Co. Incorporated (the "Original Agents"), a copy of which is attached hereto as Exhibit A, relating to the issuance and sale by the Corporation of its Series C Medium-Term Notes with maturities of nine months or more from the date of issue (the "Notes"). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Distribution Agreement. The Corporation hereby appoints each of BNY Capital Markets, Inc., UBS Securities LLC and Wachovia Capital Markets, LLC as an "Agent" of the Corporation (each, an "Additional Agent") as such term is defined in the first paragraph of the Distribution Agreement. In connection with such appointment, each Additional Agent is hereby vested with all of the rights, and made subject to all of the duties, of an Agent pursuant to the terms and conditions of the Distribution Agreement, the terms and conditions of which are hereby incorporated by reference as fully as if set forth herein, to the same extent as if each Additional Agent were a named Agent thereunder, including, without limitation, the benefit of the representations and warranties, agreements and indemnities (including contribution) by the Company in favor of the Agents set forth in the Distribution Agreement. Each of the Original Agents hereby consents to the appointment of each of the Additional Agents as an Agent of the Corporation under the Distribution Agreement and to the sale of Notes by the Corporation to or through each of the Additional Agents. Each of the Original Agents hereby waives its rights under Section 1(a) of the Distribution Agreement solely for the limited purpose of the Corporation's appointment of the Additional Agents as Agents under the Distribution Agreement. The Additional Agents are authorized to rely on any statements of the officers of the Corporation made in any certificate furnished to the Original Agents pursuant to the provisions of the Distribution Agreement. This Amendment and all of the rights and obligations of the parties shall be governed by and construed in accordance with the laws of the State of New York applicable to agreements made and to be performed wholly within such State. This Amendment may be executed by any one or more of the parties hereto in any number of counterparts, each of which shall be deemed to be an original, but all such counterparts shall together constitute one and the same instrument. IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above. KIMCO REALTY CORPORATION By: /s/ Glenn G. Cohen ------------------------------ Authorized Signatory BNY CAPITAL MARKETS, INC. By: /s/ Daniel Klinger ------------------------------ Authorized Signatory UBS SECURITIES LLC By: /s/ David Reynolds ------------------------------ Authorized Signatory By: /s/ John Brady ------------------------------ Authorized Signatory WACHOVIA CAPITAL MARKETS, LLC By: /s/ William Ingram ------------------------------ Authorized Signatory CONFIRMED AND ACCEPTED, as of the date first above written: MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED By: /s/ Diane Kenna ------------------------------ (Authorized Signatory) BANC OF AMERICA SECURITIES LLC By: /s/ Peter J. Carbone ------------------------------ (Authorized Signatory) BANC ONE CAPITAL MARKETS, INC. By: /s/ Robert Nordlinger ------------------------------ (Authorized Signatory) CREDIT SUISSE FIRST BOSTON LLC By: /s/ Julie Keogh ------------------------------ (Authorized Signatory) GOLDMAN, SACHS & CO. By: /s/ Goldman, Sachs & Co. ------------------------------ (Authorized Signatory) J.P. MORGAN SECURITIES INC. By: /s/ Carl J. Mehldau Jr. ------------------------------ (Authorized Signatory) MORGAN STANLEY & CO. INCORPORATED By: /s/ Michael Fusco ------------------------------ (Authorized Signatory) -----END PRIVACY-ENHANCED MESSAGE-----