SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): March 5, 1998
KIMCO REALTY CORPORATION
(Exact Name of Registrant as Specified in Charter)
Maryland 1-10899 13-2744380
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(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
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(Address of principal (Zip Code)
executive offices)
Registrant's telephone number, including area code: (516) 869-9000
Not Applicable
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(Former Name or Former Address, if Changed Since Last Report)
ITEM 5. OTHER EVENTS.
As previously reported on a Form 8-K filed with the Securities and
Exchange Commission on January 21, 1998, Kimco Realty Corporation (the
"Registrant") entered into an Agreement and Plan of Merger (the "Original
Agreement"), dated as of January 13, 1998, among the Registrant, REIT Sub,
Inc., a Maryland corporation and a wholly owned subsidiary of the Registrant
("Merger Sub"), and The Price REIT, Inc., a Maryland corporation ("Price
REIT"). On March 5, 1998, the Registrant, Merger Sub and Price REIT entered
into a certain First Amendment to the Original Agreement.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) Exhibits:
Exhibit
Number Description
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99.1 First Amendment, dated March 5, 1998, among Kimco Realty
Corporation, REIT Sub, Inc. and The Price REIT, 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.
Dated: March 11, 1998 KIMCO REALTY CORPORATION
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(Registrant)
/s/ Michael V. Pappagallo
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Michael V. Pappagallo
Chief Financial Officer
EXHIBIT INDEX
Exhibit No. Description
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99.1 First Amendment, dated March 5, 1998, among Kimco Realty
Corporation, REIT Sub, Inc. and The Price REIT, Inc.
EXHIBIT 99.1
FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER
FIRST AMENDMENT (the "First Amendment") to Agreement and Plan of
Merger (the "Original Agreement"), dated as of January 13, 1998, among Kimco
Realty Corporation, a Maryland corporation ("Kimco"), REIT Sub, Inc., a
Maryland corporation and a wholly owned subsidiary of Kimco ("Merger Sub"),
and The Price REIT, Inc., a Maryland corporation ("Price REIT").
WHEREAS, each of Kimco, Merger Sub and Price REIT has entered into
the Original Agreement and now desires to make certain changes to the
Original Agreement;
WHEREAS, the Boards of Directors of Kimco, Merger Sub and Price
REIT have approved the changes to the Original Agreement set forth in this
First Amendment.
NOW, THEREFORE, in consideration of the mutual representations,
warranties, covenants, agreements and conditions herein, the parties hereby
agree as follows:
I. Section 4.1(b) is hereby deleted in its entirety and replaced
by the following:
"(b) At the Effective Time, each share of common
stock, par value $.01 per share, of Price REIT (the
"Price REIT Common Stock") issued and outstanding
immediately prior to the Effective Time shall, by virtue
of the Merger and without any action on the part of the
holder thereof, be converted into the right to receive,
upon surrender of the certificate formerly representing
such share (a "Certificate") in accordance with Section
4.2: (A) in the event that the sum of (i) the Kimco
Average Price (as hereinafter defined) and (ii) $10.00
(the sum being referred to herein as the "Notional
Value") is less than or equal to $45.00: one share of
Kimco Common Stock, par value $.01 per share (the "Kimco
Common Stock"), plus a number of depositary shares (the
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"Kimco Depositary Shares"), each of which represents an
interest in one-tenth of a share of Kimco Class D
Cumulative Convertible Preferred Stock, par value $1.00
per share, having the terms and conditions specified on
Exhibit A hereto (the "Kimco Class D Preferred Stock"),
equal to a fraction, the numerator of which is $45.00
less the Kimco Average Price and the denominator of which
is $25.00; provided, however, that if the Kimco
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Average Price is less than $33.75, each share of Price
REIT Common Stock shall be converted into the right to
receive 0.45 Kimco Depositary Shares plus a number of
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shares of Kimco Common Stock equal to a fraction, the
numerator of which is $33.75 and the denominator of which
is the Kimco Average Price; and (B) if the Notional Value
is greater than $45.00: one share of Kimco Common Stock
plus a number of Kimco Depositary Shares equal to 0.4
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minus a fraction, the numerator of which is the Notional
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Value less $45.00 and the denominator of which is $50.00;
provided, however, that in no event shall the aggregate
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fractional number of Kimco Depositary Shares issued in
respect of one share of Price REIT Common Stock be less
than 0.36. As used herein, the "Kimco Average Price"
shall be the average of the Average Prices (as defined
herein) of the Kimco Common Stock for fifteen (15)
randomly selected trading days within the thirty (30)
consecutive trading days ending on and including the
seventh trading day immediately preceding the date of the
special meeting of Kimco's stockholders contemplated by
Section 7.4 hereof. The "Average Price" for any day means
the average of the daily high and low prices of Kimco
Common Stock on the New York Stock Exchange (the ("NYSE")
as reported in The Wall Street Journal or, if not
reported thereby, by another authoritative source. The
random selection of trading days shall be made under the
joint supervision of the financial advisors retained by
the parties in connection with the transactions contem-
plated hereby. The Kimco Common Stock and the Kimco
Depositary Shares to be received as consideration
pursuant to the Merger by each holder of Price REIT
Common Stock are referred to herein as the "Merger
Consideration."
2. All references in the Original Agreement to the "Kimco Average
Closing Price" shall be amended to refer to the "Kimco Average Price."
3 Except as expressly amended by this First Amendment, the
Original Agreement and all of its terms, covenants, conditions and provisions
are hereby ratified and confirmed in all respects and shall continue in full
force and effect.
IN WITNESS WHEREOF, the parties hereto have executed this First
Amendment and caused it to be delivered on their behalf as of the 5th day of
March, 1998.
ATTEST: KIMCO REALTY CORPORATION
By: /s/ Michael V. Pappagallo By: /s/ Michael Flynn
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ATTEST: REIT SUB, INC.
By: /s/ Michael V. Pappagallo By: /s/ Michael Flynn
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ATTEST: THE PRICE REIT, INC.
By: /s/ Lawrence M. Kronenberg By: /s/ Jerald Friedman
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