Filed by Kimco Realty Corporation
Pursuant to Rule 165 and Rule 425(a) under the
United States Securities Act of 1933, as amended
Subject Company: Pan Pacific Retail Properties, Inc.
Commission File No. 001-13243
Date: October 17, 2006
[KIMCO LETTERHEAD]
October 13, 2006
Dear CTOP Limited Partner:
As you may know, Kimco Realty Corporation has agreed to acquire Pan
Pacific Retail Properties, Inc. and its indirect interest in CT Operating
Partnership, L.P. ("CTOP"). In the transaction, the Pan Pacific stockholders
will receive $70 in consideration for each of their Pan Pacific shares. The
consideration will be paid with at least $60 in cash and up to $10 in Kimco
common stock at Kimco's option (based on the 10 day average before the closing).
The Pan Pacific stockholders have approved the transaction, and Kimco and Pan
Pacific plan to complete the merger on October 31, 2006.
You currently have the right to redeem your CTOP units for either shares
of Pan Pacific common stock or the equivalent cash value, as decided by the
general partner. We are writing to let you know of the upcoming merger, as you
may wish to exercise this right and receive shares of Pan Pacific common stock
or cash on or before the closing of the Kimco transaction. If you wish to do so,
please complete the attached redemption form and return it promptly to Pan
Pacific. WE STRONGLY URGE YOU TO CONSULT WITH YOUR ADVISORS REGARDING THESE
TRANSACTIONS, PARTICULARLY WITH RESPECT TO THE TAX CONSEQUENCES OF AN EXERCISE
OF YOUR REDEMPTION RIGHT.
You should be aware that Kimco is presently in discussions with certain of
the limited partners of CTOP regarding the terms and provisions governing CTOP
(or its successor entity). These discussions are ongoing and Kimco may or may
not reach agreement with these limited partners. Accordingly, Kimco cannot tell
you whether, if it were to reach an agreement, such agreement would be
consummated and if consummated what the terms would be, although it is expected
that these terms would only be available to accredited investors within the
meaning of the securities laws. The terms that will be available to such
eligible limited partners if an agreement is reached may be more favorable than
the current terms of the CTOP partnership agreement. In addition, Kimco and Pan
Pacific may not effect any transaction involving CTOP, in which case you will
remain a limited partner of CTOP in accordance with the terms of the governing
documents of CTOP unless you exercise your redemption right.
On August 23, 2006, Kimco filed with the SEC a definitive proxy
statement/prospectus in connection with these transactions. The definitive proxy
statement/prospectus contains detailed information about, among other things,
the terms of the merger agreement, the terms and background of the transactions
and the transaction participants and the Kimco stock which will be issued. The
definitive proxy statement/prospectus is included in this mailing and we urge
you to read it carefully.
If you have any further questions, please contact me at (516) 869-2583.
Sincerely,
/s/ Thomas A. Caputo
Thomas A. Caputo
Executive Vice President
EXHIBIT B
NOTICE OF EXCHANGE
The undersigned hereby irrevocably (i) exchanges ______________
Partnership Units in CT Operating Partnership, L.P. in accordance with the terms
of the Second Amended and Restated Agreement of Limited Partnership of CT
Operating Partnership, L.P. and the Exchange Right referred to therein, (ii)
surrenders such Partnership Units and all right, title and interest therein, and
(iii) directs that the Cash Amount or REIT Shares deliverable upon exercise of
the right of Exchange be delivered to the address specified below, and such REIT
Shares, if any, be registered or placed in the name(s) and at the address(es)
specified below. The undersigned Beneficially Owns _____________ shares of
common stock of Pan Pacific Retail Properties, Inc. as of the date hereof.
Dated: ______________________
Name of Limited Partner:
--------------------------------------------
(Signature of Limited Partner)
--------------------------------------------
(Street Address)
--------------------------------------------
(City) (State) (Zip Code)
Signature Guaranteed by:
--------------------------------------------
REIT Shares, if any, are to be issued to:
Please insert social security or identifying number:
Name:
########
Forward-Looking Statements
This filing 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 filing are forward-looking statements. All forward-looking
statements speak only as of the date of this filing. 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 filing 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.