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: OCTOBER 30, 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, NY 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):
[ ] 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 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
1. MERGER AGREEMENT.
On October 30, 2006, Kimco Realty Corporation ("Kimco"), KRC Acquisition
Inc., a Maryland corporation ("Merger Sub"), KRC CT Acquisition Limited
Partnership, a Delaware limited partnership ("CTOP Merger Sub"), KRC PC
Acquisition Limited Partnership, a Delaware limited partnership ("Pinecreek
Merger Sub"), Pan Pacific Retail Properties, Inc., a Maryland corporation ("Pan
Pacific"), CT Operating Partnership, L.P., a California limited partnership
("CTOP") and Western/Pinecreek, L.P., a Delaware limited partnership ("Pinecreek
OP") entered into an amendment ("Amendment") to the Agreement and Plan of
Merger, dated July 9, 2006, by and between Kimco, Merger Sub, CTOP Merger Sub,
Pinecreek Merger Sub, Pan Pacific, CTOP and Pinecreek OP (the "Merger
Agreement"). The Amendment provided that the parties were not required to
consummate the merger of CTOP with and into CTOP Merger Sub or the merger of
Pinecreek Merger Sub into Pinecreek OP. The Amendment also removed the
requirement that the merger consideration be reduced by the proceeds of sales of
asset sales occurring immediately prior to the closing of the merger of Merger
Sub with and into Pan Pacific (the "Merger").
The Merger was consummated on October 31, 2006. As a result of the
Merger, Pan Pacific became an indirect subsidiary of Kimco and Prudential Real
Estate Investors ("PREI"). In connection with the Merger, substantially all of
the assets of Pan Pacific were transferred to Kimco and then transferred by
Kimco to various joint ventures between Kimco and PREI, where they will be held.
Under the terms of the Merger Agreement, all of Pan Pacific's shares of common
stock were converted into the right to receive approximately $60.24 in cash,
including approximately $0.24 in prorated dividends, and 0.2253 shares of Kimco
common stock. Each outstanding and unexercised option of Pan Pacific was fully
accelerated and converted into the right to receive cash equal to the product of
(a) the excess, if any, of $70 over the exercise price of the option, and (b)
the number of shares of Pan Pacific common stock issuable pursuant to the
unexercised portion of such option. Each share of restricted stock of Pan
Pacific was fully accelerated and the contractual restrictions thereon
terminated. The aggregate merger consideration was approximately $2.4 billion in
cash and 9.2 million shares of Kimco common stock. Before the Merger, Pan
Pacific was the largest neighborhood shopping center REIT focused exclusively on
the West Coast, with a portfolio of 138 properties encompassing approximately
22.6 million square feet of retail space.
The foregoing description of the Amendment does not purport to be
complete and is qualified in its entirety by reference to the full text of the
Amendment, which is filed as Exhibit 2.1 hereto and is incorporated herein by
reference.
2. SUPPLEMENTAL INDENTURES.
As a result of the Merger and the transactions occurring in connection
therewith, on October 31, 2006, Kimco assumed the obligations associated with
Pan Pacific' debt securities issued under the Indenture dated as of September 1,
1997, as supplemented, between Pan Pacific (as successor to Western Investment
Real Estate Trust) and The Bank of New York Trust Company, N.A., as trustee (the
"Trustee"), and the Indenture, dated as of April 6, 2001, between Pan Pacific
and the Trustee, pursuant to the Fifth Supplemental Indenture, dated October 31,
2006, between Kimco, Pan Pacific and the Trustee and the First Supplemental
Indenture, dated October 31, 2006, between Kimco, Pan Pacific and the Trustee
(together with the Fifth Supplemental Indenture, the "Indentures"). The
aggregate face value of the debt securities outstanding under the Indentures is
$630 million.
The foregoing description of the Indentures does not purport to be
complete and is qualified in its entirety by reference to the full text of the
Indentures, which are filed as Exhibit 4.1 and 4.2 hereto and are incorporated
herein by reference.
3. CREDIT AGREEMENT GUARANTEE.
On October 31, 2006, in connection with the Merger, Kimco entered into
the Credit Agreement, dated as of October 31, 2006, among PK Sale LLC
("Borrower"), as borrower, PRK Holdings I LLC, PRK Holdings II LLC and PRK
Holdings III LLC (the "Other Guarantors"), as guarantors, Kimco, as guarantor,
the Lenders party hereto from time to time, JPMorgan Chase Bank, N.A., as
Administrative Agent for the Lenders thereunder, Wachovia Bank, National
Association and Bank of America, N.A., as Co-Syndication Agents,
Scotiabanc, Inc. and Wells Fargo Bank, National Association, as Co-
Documentation Agents, The Royal Bank of Scotland, PLC, Sumitomo Mitsui Banking
Corporation, and West LB AG, New York Branch, as Co-Managing Agents, and The
Bank of New York, Mizuho Corporate Bank (USA), Royal Bank of Canada, and U.S.
Bank, National Association, as Co-Agents and other participating banks (the
"Credit Agreement"). The facility provided for under the Credit Agreement
consists of a two-year secured term loan for $1.2 billion. Borrower borrowed the
full amount of the loan on October 31, 2006. Kimco agreed to guarantee the full
amount of the Borrower's obligations under the Credit Agreement. The Other
Guarantors each guaranteed a percentage of the loan commensurate with their
ownership interest in the Borrower. PREI guaranteed reimbursement to Kimco of
85% of any guaranty payment Kimco is obligated to make.
The foregoing description of the Credit Agreement does not purport to be
complete and is qualified in its entirety by reference to the full text of the
Credit Agreement, which is filed as Exhibit 10.1 hereto and is incorporated
herein by reference.
ITEM 2.03. CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN
OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT.
The information in sections 2 and 3 of Item 1.01 of this Current Report
on Form 8-K is incorporated into this Item 2.03 by reference.
ITEM 8.01. OTHER EVENTS.
On October 31, 2006, Kimco issued a press release announcing the
completion of the Merger. A copy of this press release is filed as Exhibit 99.1.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits.
The following are filed as Exhibits to this Report.
EXHIBIT NO. EXHIBIT DESCRIPTION
----------- -------------------
2.1 Amendment No. 1 to Agreement and Plan of Merger, dated as of
October 30, 2006, by and between Kimco Realty Corporation, KRC
Acquisition Inc., KRC CT Acquisition Limited Partnership,
KRC PC Acquisition Limited Partnership, Pan Pacific Retail
Properties, Inc., CT Operating Partnership, L.P. and
Western/Pinecreek, L.P.
4.1 Fifth Supplemental Indenture, dated as of October 31, 2006, among
Kimco Realty Corporation, Pan Pacific Retail Properties, Inc. and
The Bank of New York Trust Company, N.A., as trustee
4.2 First Supplemental Indenture, dated as of October 31, 2006, among
Kimco Realty Corporation, Pan Pacific Retail Properties, Inc. and
The Bank of New York Trust Company, N.A., as trustee
10.1 Credit Agreement, dated as of October 31, 2006, among PK Sale LLC
("Borrower"), as borrower, PRK Holdings I LLC, PRK Holdings II
LLC and PRK Holdings III LLC (the "Other Guarantors"), as
guarantors, Kimco Realty Corporation, as guarantor, the Lenders
party hereto from time to time, JPMorgan Chase Bank, N.A., as
Administrative Agent for the Lenders thereunder, Wachovia Bank,
National Association and Bank of America, N.A., as Co-Syndication
Agents, Scotiabanc, Inc. and Wells Fargo Bank, National
Association, as Co-Documentation Agents, The Royal Bank of
Scotland, PLC, Sumitomo Mitsui Banking Corporation, and West LB
AG, New York Branch,
as Co-Managing Agents, and The Bank of New York, Mizuho Corporate
Bank (USA), Royal Bank of Canada, and U.S. Bank, National
Association, as Co-Agents
99.1 Press Release, dated October 31, 2006, announcing the completion
of the acquisition of Pan Pacific Retail Properties, Inc.
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: November 3, 2006 By: /s/ Michael V. Pappagallo
------------------------------
Name: Michael V. Pappagallo
Title: Executive Vice President
and Chief Financial Officer
EXHIBIT INDEX
EXHIBIT NO. EXHIBIT DESCRIPTION
----------- -------------------
2.1 Amendment No. 1 to Agreement and Plan of Merger, dated as of
October 30, 2006, by and between Kimco Realty Corporation, KRC
Acquisition Inc., KRC CT Acquisition Limited Partnership, KRC PC
Acquisition Limited Partnership, Pan Pacific Retail Properties,
Inc., CT Operating Partnership, L.P. and Western/Pinecreek, L.P.
4.1 Fifth Supplemental Indenture, dated as of October 31, 2006, among
Kimco Realty Corporation, Pan Pacific Retail Properties, Inc. and
The Bank of New York Trust Company, N.A., as trustee
4.2 First Supplemental Indenture, dated as of October 31, 2006, among
Kimco Realty Corporation, Pan Pacific Retail Properties, Inc. and
The Bank of New York Trust Company, N.A., as trustee
10.1 Credit Agreement, dated as of October 31, 2006, among PK Sale LLC
("Borrower"), as borrower, PRK Holdings I LLC, PRK Holdings II
LLC and PRK Holdings III LLC (the "Other Guarantors"), as
guarantors, Kimco Realty Corporation, as guarantor, the Lenders
party hereto from time to time, JPMorgan Chase Bank, N.A., as
Administrative Agent for the Lenders thereunder, Wachovia Bank,
National Association and Bank of America, N.A., as Co-Syndication
Agents, Scotiabanc, Inc. and Wells Fargo Bank, National
Association, as Co-Documentation Agents, The Royal Bank of
Scotland, PLC, Sumitomo Mitsui Banking Corporation, and West
LB AG, New York Branch, as Co-Managing Agents, and The Bank of
New York, Mizuho Corporate Bank (USA), Royal Bank of Canada, and
U.S. Bank, National Association, as Co-Agents
99.1 Press Release, dated October 31, 2006, announcing the completion
of the acquisition of Pan Pacific Retail Properties, Inc.