Exhibit 4.9
K
Kimco
Realty
Corporation
-----------
K
Kimco
Realty
Corporation
-----------
3333 New Hyde Park Road
New Hyde Park, NY 11042
(516) 869-9000
www.kimcorealty.com
Dividend
Reinvestment
and
Direct Stock
Purchase
Plan
DEAR INVESTOR:
This booklet provides you with the complete details of Kimco Realty
Corporation's Dividend Reinvestment and Direct Purchase Plan for Kimco common
stock.
Kimco instituted this Plan to provide registered shareholders and potential
investors an opportunity to conveniently and economically acquire Kimco common
stock. It is convenient because it can be done automatically, it is economical
because you do not have to pay any brokerage commissions for common stock
purchased within the Plan with your reinvested dividends. Additionally,
commissions on direct common stock purchases are affordable.
Please review this material carefully, since it should answer your questions
about the Plan. If you do have questions it does not answer, please contact:
Kimco Realty Corporation
The Bank of New York
Investor Relations Department
Church Street Station
P.O. Box 11258
New York, NY 10286-1258
Telephone: 1-866-557-8695
If you decide to enroll in the Plan, simply complete, sign and return the
enclosed Enrollment Form.
Thank you for your continuing interest in Kimco.
Sincerely,
/s/ Milton Cooper /s/ Michael J. Flynn
Milton Cooper Michael J. Flynn
Chairman President
DESCRIPTION OF THE PLAN
The provisions of Kimco's Dividend Reinvestment and Direct Purchase Plan are set
forth below in question and answer format.
- --------------------------------------------------------------------------------
Purpose
- --------------------------------------------------------------------------------
1. What is the purpose of the Plan?
The purpose of the Plan is to provide holders of record of shares of Kimco
common stock and other interested investors with a simple, convenient and low
cost method of investing cash dividends or optional cash payments, or both, to
purchase additional shares of Kimco common stock or to make an initial
investment in Kimco common stock, as applicable. Shares of Kimco common stock
purchased under the Plan will either be issued by Kimco or purchased in the open
market by the plan administrator, The Bank of New York (the "Plan
Administrator") (see Question 4). To the extent shares of Kimco common stock are
purchased by the Plan Administrator in the open market, Kimco will not receive
any proceeds. To the extent the shares of Kimco common stock are issued by
Kimco, Kimco will receive additional funds for its general corporate purposes.
See "Use of Proceeds".
- --------------------------------------------------------------------------------
Advantages
- --------------------------------------------------------------------------------
2. What are the options available to Participants?
Shareholders may purchase additional shares of Kimco common stock by (i) having
the cash dividends on all, or part, of their shares of Kimco common stock
automatically reinvested, (ii) by receiving directly, as usual, their cash
dividends, if, as and when declared, on shares of Kimco common stock and
investing in the Plan by making optional cash payments of not less than $50.00
per payment and not more than $250,000 per calendar year, or (iii) by investing
their cash dividends and making such optional cash payments. Interested
investors that are not shareholders of Kimco may make initial cash investments
in Kimco common stock of not less than $100.00 and not more than $250,000.
3. What are the advantages of the Plan?
The Plan provides holders of record of shares of Kimco common stock with a
simple and convenient method of investing cash dividends or optional cash
payments, or both, to purchase additional shares of Kimco common stock. Persons
not presently shareholders of Kimco may become Participants by making initial
cash investments of not less than $100.00 and not more than $250,000 to purchase
shares of Kimco common stock. Full investment of dividends is possible under the
Plan because the Plan permits fractions of shares, as well as whole shares, to
be purchased and credited to Participants' Plan accounts. Regular statements of
holdings provide simplified record keeping. In addition, the free custodial
services provided in connection with the Plan serve to protect against loss,
theft or destruction of certificates.
- --------------------------------------------------------------------------------
Administration
- --------------------------------------------------------------------------------
4. Who administers the Plan for Participants?
The Bank of New York has been designated by Kimco as its agent to administer the
Plan for Participants, maintain records, send regular statements of holdings to
Participants and perform other duties relating to the Plan. The Bank of New
York, a registered transfer agent unaffiliated with Kimco, will provide certain
administrative support to the agent. Shares of Kimco common stock purchased
under the Plan will be held by the Plan Administrator as agent for Participants
and registered in the name of the Plan Administrator or its nominee. The Plan
Administrator also serves as transfer agent for Kimco common stock. Should the
Plan Administrator resign, or be asked to resign, another agent will be asked to
serve.
All communications regarding the Plan should be sent to the Plan Administrator
addressed as follows:
Kimco Realty Corporation
The Bank of New York
Investor Relations Department
Church Street Station
P.O. Box 11258
New York, NY 10286-1258
Participants may also telephone the Plan Administrator at 1-866-557-8695.
Customer service representatives are available between the hours of 8:00 A.M.
and 8:00 P.M. Eastern Time, Monday through Friday.
- --------------------------------------------------------------------------------
Participation
- --------------------------------------------------------------------------------
5. Who is eligible to participate?
All holders of record of shares of Kimco common stock are eligible to
participate in the Plan. In order to be eligible to participate, beneficial
owners of shares of Kimco common stock whose shares are registered in names
other than their own (for example, shares registered in the name of a broker,
bank nominee or trustee) must either arrange for the holder of record to join
the Plan or have the shares they wish to enroll in the Plan transferred to their
own names. In addition, an interested investor that is not a shareholder may
participate in the
2
Plan by making an initial cash investment in Kimco common stock of not less than
$100.00 and not more than $250,000. Please note that regulations in certain
countries may limit or prohibit participation in services provided under this
type of plan. Therefore, persons residing outside of the United States are
responsible for complying with any such regulations. Kimco and the Plan
Administrator reserve the right to prohibit or terminate participation of any
stockholder or prospective stockholder if deemed necessary or advisable under
any applicable laws or regulations.
6. How does someone become a Participant?
An eligible shareholder may join the Plan by completing a Shareholder
Authorization Form and returning it to the Plan Administrator, or by contacting
the Plan Administrator at 1-866-557-8695. An interested investor that is not
presently a shareholder of Kimco, but desires to become a Participant by making
an initial cash investment in Kimco common stock, may join the Plan by
completing an Initial Purchase Form and forwarding it, together with such
initial investment, to the Plan Administrator. An enrollment fee of $10 will be
deducted from the initial investment.
If a Participant establishes a joint account, the Participants jointly and
severally agree that each of them will have authority on behalf of the joint
account to make transaction requests of the Plan Administrator, including, but
not limited to, transactions such as selling or withdrawing shares, changing
account address or options, and to generally deal with the Plan Administrator on
behalf of the joint account as fully and completely as if either Participant
alone were interested in the account. Notwithstanding the foregoing, the Plan
Administrator may, in its sole discretion, do any of the following if
conflicting instructions are received from joint account Participants:
(a) Choose which instructions to follow and which to disregard;
(b) Terminate the account pursuant to Question 25; and/or
(c) Take other appropriate legal action.
7. When may a shareholder or an interested investor
join the Plan?
A shareholder or other interested investor may join the Plan at any time and
will remain a Participant until participation is terminated (see Question 25) or
all shares held in the Participant's Plan account are sold.
If a request specifying the reinvestment of dividends is received by the Plan
Administrator at least three business days before the record date of a dividend
payment, reinvestment commences with that dividend payment. If the request is
received after that date, reinvestment of dividends through the Plan may not
begin until the dividend payment following the next record date.
8. What does the Initial Purchase Form provide?
The Initial Purchase Form provides interested investors with the opportunity to
purchase their initial shares of Kimco common stock without a broker at low
transaction costs through the Plan. It also allows interested investors to
purchase additional shares of Kimco common stock through the reinvestment of
dividends and/or monthly automatic deductions. The options for dividend
reinvestment are described below in Question 9 while information regarding
monthly automatic deductions can be found in Question 16.
9. What does the Shareholder Authorization Form
provide?
The Shareholder Authorization Form provides for the purchase of additional
shares of Kimco common stock through the following options:
(a) If "Full Dividend Reinvestment" is selected, the Plan Administrator will
reinvest the cash dividends payable on all shares held in the Participant's
Plan account and on all shares of Kimco common stock registered in the
Participant's name. In addition, the Plan Administrator will invest in Kimco
common stock all of the cash dividends on all shares subsequently registered
in the Participant's Plan account, as well as any optional cash payments the
Participant submits.
(b) If "Partial Dividend Reinvestment" is selected, the Plan Administrator will
send a check representing the cash dividends payable on a specified number
of shares held in the Participant's Plan account and registered in the
Participant's name to the Participant as is designated in the appropriate
space on the authorization form. In addition, the Plan Administrator will
invest the dividends on the remaining shares in accordance with the Plan, as
well as any optional cash payments the Participant submits.
(c) If "Optional Cash Only" is selected, the Plan Administrator will not invest
any portion of the cash dividends due the Participant on shares held in the
Participant's Plan account or registered in the Participant's name. The Plan
Administrator will, however, invest any optional cash payments the
Participant submits.
3
10. How may Participants change investment options?
A Participant may change its investment option at any time by completing a new
Shareholder Authorization Form and returning it to the Plan Administrator or by
contacting the Plan Administrator at 1-866-557-8695. A change in investment
option will be effective on the dividend payment date if the request is received
by the Plan Administrator no later than the third business day preceding the
related dividend record date. If the request is received by the Plan
Administrator after the third business day preceding the related dividend record
date, the change may not be effective until the following dividend payment date.
- --------------------------------------------------------------------------------
Costs
- --------------------------------------------------------------------------------
11. Are there any expenses associated with participation in the Plan?
The charges for investments made for the Participants, other than for
reinvestment of dividends are discussed below under heading (a) while the
charges for investments made for the Participants for a reinvestment of
dividends are discussed below under heading (b).
(a) Charges for investments made for Participants (other than for reinvestment
of dividends).
The Plan Administrator will deduct a service charge for investments made for the
Participant, other than a reinvestment of dividends. In addition, Participants
will be charged their proportionate share of brokerage commissions on each
purchase transaction, other than a reinvestment of dividends, for purchases made
in the open market. The Participant's share of brokerage commissions on small
transactions may be less than usual since the Plan Administrator will buy or
sell shares in volume for all Participants and that commission savings will be
passed on to each Participant.
If the Participant asks the Plan Administrator to sell some or all of its
shares, the Participant will be charged an administrative service charge of $15,
plus applicable brokerage commissions.
The fees associated with enrollment and participation in the Plan are summarized
in the chart below:
- --------------------------------------------------------------------------------
Service Charge Brokerage Commission
- --------------------------------------------------------------------------------
Initial Investment Fee for $10, deducted directly Historically, about
First-Time Investors from the initial $0.05 per share
investment received
Subsequent Purchases through $5 Historically, about
optional cash payments $0.05 per share
Subsequent Purchases through $2 Historically, about
monthly automatic deductions $0.05 per share
Sales $15 Historically, about
$0.10 per share
Insufficient Funds $25 None
Statement Duplication $20 per statement None
(statements older than one year) ($40 maximum)
(b) Charges for investments made for Participants for reinvestment of dividends.
Generally, Kimco will pay all brokerage commissions and other administrative
charges on behalf of the Participants with respect to the reinvestment of
dividends. In the event such fees exceed 5% of the cash dividends Participants
reinvest, Participants will be required to pay the entire amount of such fees.
The brokerage commissions and other administrative charges currently do not, and
are not expected to in the future exceed 5% of the cash dividends Participants
reinvest.
4
See Question 25, "How does a Participant terminate participation in the Plan?"
and Question 26, "May a portion of a Participant's Plan shares be sold?" for a
discussion of payment by Participants of brokerage costs associated with such
termination of participation and sale of shares under the Plan.
A $25.00 fee will be charged to Participants for each deposit returned for
unpaid funds or rejected automatic debit of a bank account. See Question 17,
"How are payments with "returned funds" handled?". Also, a $20.00 fee will be
charged to Participants for each duplicate statement older than one year
requested by such Participants. See Question 18, "What kind of reports will be
sent to Participants?".
If a Participant's shares are registered in the name of a nominee or broker,
such nominee or broker may charge different fees and commissions from those
listed above.
- --------------------------------------------------------------------------------
Purchases
- --------------------------------------------------------------------------------
12. How many shares of Kimco common stock will be
purchased for each Participant?
The number of shares to be purchased for a Participant's account under the Plan
will depend on the amount of a Participant's dividends being reinvested, the
amount of any optional cash payments and the price of the shares of Kimco common
stock. Each Participant's Plan account will be credited with that number of
shares, including fractions, equal to the total amount to be reinvested or
invested through optional cash payments, divided by the applicable purchase
price per share.
13. What will be the price of shares of Kimco
common stock purchased under the Plan?
The Plan provides the Participant with a convenient and attractive method of
investing cash dividends in, and/or making optional cash payments of, additional
shares of Kimco common stock. The purchase price of shares issued by Kimco under
the Plan will be the average of the high and low prices on the dividend payment
date, typically the 15th of January, April, July and October, (for reinvestment
of dividends) or the average of the high and low prices on the investment date
(for optional cash payments) of Kimco common stock as reflected in New York
Stock Exchange Composite transactions.
The price of shares of Kimco common stock purchased on the open market with
optional cash payments will be the weighted average of all purchases including
commissions.
The price of shares of Kimco common stock purchased on the open market with cash
dividends will be the weighted average of all purchases if Kimco pays the
brokerage commissions and other administrative charges related to such
purchases. See Question 11, "Are there any expenses associated with
participation in the Plan?" In the event the brokerage commissions and other
administrative charges exceed 5% of the cash dividends Participants reinvest,
then the price of shares of Kimco common stock purchased on the open market with
cash dividends will be the weighted average of all purchases including brokerage
commissions. The brokerage commissions and other administrative charges do not,
and are not expected to in the future exceed 5% of the cash dividends
Participants reinvest.
Since purchase prices for Kimco common stock are established on the applicable
investment date, a Participant loses any advantages otherwise available from
being able to select the timing of investments.
Participants should recognize that neither Kimco nor the Plan Administrator can
assure a profit or protect against a loss on shares of Kimco common stock
purchased under the Plan.
14. What is the source of shares purchased under
the Plan?
The Plan provides the Plan Administrator the flexibility of using dividends and
optional cash payments to purchase shares of Kimco common stock from Kimco out
of Kimco's authorized but unissued shares of Kimco common stock or on the open
market. Share purchases in the open market may be made on any stock exchange
where Kimco common stock is traded or by negotiated transactions on such terms
as the Plan Administrator may reasonably determine. The Plan Administrator will
invest all cash dividends and optional cash payments as soon as practicable
after receipt, and in no event will investment occur later than 30 days after
receipt, except when compliance with federal and state securities laws or other
regulatory authorities and temporary curtailment or suspensions of any trading
in Kimco's common stock mandate it. Neither Kimco nor any Participant will have
any authority or power to direct the date, time or price at which shares may be
purchased by the Plan Administrator.
Transaction processing may be curtailed or suspended until the completion of any
stock dividend, stock split or rights offering.
The Plan Administrator may use BNY ESI & Co., a wholly owned subsidiary of The
Bank of New York, for trading activity under the Plan on behalf of Plan
Participants. BNY ESI & Co., receives a commission in connection with the
transactions it processes.
5
15. How are optional cash payments made?
Optional cash payments from existing shareholders may be made at any time and in
varying amounts of not less than $50.00 per payment and not more than $250,000
per calendar year. A shareholder may make an optional cash payment when
enrolling in the Plan by enclosing a check or money order (made payable to The
Bank of New York-Kimco Realty Corporation) with the Shareholder Authorization
Form. Thereafter, optional cash payments may be submitted with the cash
investment and other transaction form on the bottom of each statement of
holdings. Participants may also establish a monthly automatic debit of their
authorized bank accounts.
Interested investors that are not shareholders of Kimco, but are submitting
Initial Purchase Forms, must enclose an initial investment of not less than
$100.00 and not more than $250,000 to purchase shares of Kimco common stock.
Optional cash payments will be invested weekly beginning on Wednesdays, or if
Kimco common stock is not traded on such day, the next trading day. Optional
cash payments in the form of physical checks and money orders received no later
than noon Eastern Time on the business day preceding an investment date will be
invested on such investment date. Optional cash payments in the form of physical
checks and money orders received after noon Eastern Time on the business day
preceding an investment date will be invested the following investment date.
Checks and money orders should be made payable to THE BANK OF NEW YORK-KIMCO
REALTY CORPORATION and should be payable in U.S. funds drawn on a U.S. bank.
Cash and third party checks are not accepted. NO INTEREST WILL BE PAID ON
OPTIONAL CASH PAYMENTS PENDING INVESTMENT. The same amount of money need not be
sent for each investment, and there is no obligation to make an optional cash
payment. Due to the frequency of investments, the Plan Administrator will not
honor any requests for refunds.
16. May Participants have additional investments
automatically deducted from a bank account?
Yes, Participants may authorize monthly automatic deductions from an account at
a financial institution that is a member of the National Automated Clearing
House Association. To authorize monthly automatic deductions, Participants
should complete an Automatic Debit Authorization Form by indicating the dollar
amount, their bank account number, the U.S. Bank routing number and returning it
to the Plan Administrator with a voided blank check or savings deposit slip
attached. Automatic Debit Authorization Forms may be obtained by contacting the
Plan Administrator. In order to be effective for a particular month, the
Automatic Debit Authorization Form must be received by the Plan Administrator on
or before the last business day of the month prior. Funds will be debited from
the Participant's applicable bank account on the 25th of each month, or the next
business day, and will be invested on the first investment date following the
debit of funds from the Participant's bank. A Participant may terminate an
automatic monthly withdrawal of funds or change the dollar amount, the bank
account number, or the bank routing number by contacting the Plan Administrator
at 1-866-557-8695 or writing to the Plan Administrator at the address provided
in Question 4. Any changes or terminations will take effect in the same month,
provided the request is received by the Plan Administrator at least seven
business days prior to the date of the scheduled deduction.
Authorizing additional investments through automatic deductions from a bank
account offers the Participant the benefit of lower fees associated with
participation. Participants may make optional cash payments as low as $50.00 and
the Plan Administrator will only deduct a service charge of $2 for transactions
made through automatic deductions from a bank account.
17. How are payments with "returned funds"
handled?
In the event that any deposit is returned unpaid for any reason, the Plan
Administrator will consider the request for investment of such money null and
void and shall immediately remove from the Participant's Plan account shares, if
any, purchased upon the prior credit of such money. The Plan Administrator shall
thereupon be entitled to sell these shares to satisfy any uncollected amounts.
If the net proceeds of the sale of such shares are insufficient to satisfy the
balance of such uncollected amounts, the Plan Administrator shall be entitled to
sell such additional shares from the Participant's Plan account to satisfy the
uncollected balance. A $25.00 fee will be charged for any deposit returned
unpaid.
- --------------------------------------------------------------------------------
Reports to Participants
- --------------------------------------------------------------------------------
18. What kind of reports will be sent to Participants in
the Plan?
Shareholders who participate in the Plan through the reinvestment of dividends
will be sent a quarterly statement of their accounts and persons who participate
through the investment of optional cash payments will be sent a transactional
statement after each investment.
6
These statements of holdings will show any cash dividends and optional cash
payments received, the number of shares purchased, the purchase price for the
shares, the number of shares held for the Participant by the Plan Administrator,
the number of shares registered in the name of the Participant, and an
accumulation of the transactions for the calendar year to date. Quarterly
statements will be mailed as soon as practicable after the close of each
quarter, and transactional statements will be mailed as soon as practicable
after the transaction has been completed. These statements are a Participant's
continuing record of the cost of its purchases and should be retained for income
tax purposes. The Plan Administrator will also send statements as soon as
practicable after any other activity occurs on a Plan account such as a
transfer, deposit, withdrawal or sale. Please note, a $20.00 fee will be charged
to Participants for each duplicate statement older than one year requested by
Participants.
In addition, each Participant will receive the most recent Prospectus
constituting the Plan and copies of the same communications sent to every other
holder of shares of Kimco common stock, including Kimco's Annual Report, Notice
of Annual Meeting and Proxy Statement and income tax information for reporting
distributions (including dividends) paid by Kimco. Please notify the Plan
Administrator promptly either in writing or by telephone if your address
changes.
- --------------------------------------------------------------------------------
Dividends
- --------------------------------------------------------------------------------
19. How are dividends credited to Participants'
accounts under the Plan?
On shares of Kimco common stock and/or preferred stock for which a Participant
has directed that dividends be reinvested, cash dividends will automatically be
credited to a Participant's Plan account and reinvested in additional shares of
Kimco common stock. Participants who do not elect dividend reinvestment will
receive cash dividends, if declared, by checks as usual. Shareholders who do not
participate in the Plan will receive cash dividends, if declared, by check as
usual.
20. Will Participants be credited with dividends on
fractions of shares?
Yes, and dividends will be paid on the fractional shares.
21. Will certificates be issued for shares of Kimco
common stock purchased under the Plan?
Unless requested by a Participant, certificates for shares of Kimco common stock
purchased under the Plan will not be issued. Shares will be held in the name of
the Plan Administrator or its nominees. The number of shares credited to a
Participant's account under the Plan will be shown on such Participant's
statement of holdings. This service protects against loss, theft or destruction
of stock certificates.
Participants may obtain a certificate (at no cost) for any number of whole
shares credited to an account under the Plan by contacting the Plan
Administrator at 1-866-557-8695 or utilizing the cash investment and other
transaction form attached to each statement. Certificates are normally issued to
Participants within five business days after receipt of the request. The
remaining whole shares and fractions of shares, if any, will continue to be
credited to the Participant's Plan account. A request for issuance of Plan
shares, including issuance of all of the shares in a Participant's Plan account,
will not constitute a termination of participation in the Plan by the
Participant. Termination may be effected only through the delivery to the Plan
Administrator of a notice of termination as outlined in Question 25, "How does a
Participant terminate participation in the Plan?"
Shares held by the Plan Administrator for the account of a Participant may not
be pledged. A Participant who wishes to pledge such shares must request that a
certificate for such shares be issued in the Participant's name.
Certificates for fractions of shares will not be issued under any circumstances.
22. In whose name will certificates be issued?
A Participant's account under the Plan will be maintained in the name in which
its shares of Kimco common stock were registered at the time the Participant
enrolled in the Plan. Consequently, if and when certificates for shares held
under the Plan are issued, such certificates will be issued only in that name.
Certificates will be issued for whole shares only.
23. May Participants add their certificate shares of
Kimco common stock to their Plan account for
safekeeping?
At the time of enrollment in the Plan or at any later time, Participants may use
the Plan's certificate safekeeping service to deposit any Kimco common stock
certificates in their possession and registered in their names with the Plan
Administrator. To combine shares held in certificate form with shares held
through the Plan, Participants must complete the cash investment and other
transaction form from their statements of holdings or write a letter of
7
instruction and submit it with their certificates to Kimco Realty Corporation,
The Bank of New York, Dividend Reinvestment Department, P.O. Box 1958, Newark,
NJ 07101-9774. The certificates should not be endorsed. Participants should send
their stock certificates by registered mail, return receipt requested, and
insured for 2% of the value of the stock since they bear the risk of loss in
transit. There is no charge for this service.
24. Can Participants transfer shares that they hold in
the Plan to someone else?
Yes. Participants may transfer ownership of some or all of their shares held
through the Plan. Participants may contact the Plan Administrator at
1-866-557-8695 for complete transfer instructions. Participants will be asked to
send to the Plan Administrator written transfer instructions and to have their
signatures "Medallion Guaranteed" by a financial institution. Most banks and
brokers participate in the Medallion Guarantee program. The Medallion Guarantee
program ensures that the individual signing is in fact the owner of the shares
in the Participant's Plan account. A notary is not sufficient.
Participants may transfer shares to new or existing Kimco shareholders. However,
a new Plan account will not be opened for a transferee as a result of a transfer
of less than one full share.
- --------------------------------------------------------------------------------
Termination of Participation
- --------------------------------------------------------------------------------
25. How does a Participant terminate participation in
the Plan?
A Participant may terminate participation in the Plan at any time by contacting
the Plan Administrator. At any time, the Plan Administrator can, for any reason,
in its sole discretion, require written confirmation of such a transaction
request. The Plan Administrator will honor a Participant's notice of termination
within five business days of the receipt of the request. If, however, the notice
of termination is received less than seven business days prior to a dividend
payment date, the account may be terminated after the dividend is reinvested for
that Participant's Plan account. The Plan Administrator may terminate a
Participant's Plan account for any reason by mailing a written notice of
termination to the Participant 30 days prior to such termination. The Plan
account then will be terminated and all subsequent dividends will be paid to the
Participant. Upon termination, certificates for whole shares credited to a
Participant's account under the Plan will be issued to the Participant and a
cash payment will be made for any fractional share at the then current market
price. However, in the Participant's notice of termination of participation in
the Plan, the Participant may, if the Participant desires, direct that all of
the shares credited to its account in the Plan, whether whole or fractional, be
sold. Such sales will be made in the open market and the price per share will be
the weighted average of all shares sold that day less a pro rata share of
brokerage commissions. Any brokerage fees, service fees, transfer taxes and
other transaction expenses in connection with effecting such sales will be paid
by the withdrawing Participant. See Question 11, "Are there any expenses
associated with participation under the Plan?" The proceeds of the sale, net of
such expenses, will be sent to the Participant.
Former Participants may become Participants in the Plan again at any time by
contacting the Plan Administrator.
- --------------------------------------------------------------------------------
Sales of Plan Shares
- --------------------------------------------------------------------------------
26. May a portion of a Participant's Plan shares
be sold?
Participants may sell all or a portion of their shares of Kimco common stock
held in the Plan by contacting the Plan Administrator at 1-866-557-8695 or by
completing and submitting the cash investment and other transaction form. The
Plan Administrator will sell the requested number of shares for the Participant
within five business days. If, however, the request is to sell all shares held
in the Plan and the request is received less than seven business days prior to a
dividend payment date, the Plan Administrator may not sell the shares until the
dividend is reinvested for that Participant's Plan account. Shares will be sold
through independent securities brokers selected by the Plan Administrator in its
sole discretion. At any time, the Plan Administrator can, for any reason, in its
sole discretion, require written confirmation of such a transaction request.
Shares being sold for the Participant may be aggregated with those of other Plan
Participants who have also requested sales. In that case, the Participant will
receive proceeds based on the weighted average sales price of all shares sold,
less a pro rata share of brokerage commissions. A check representing the
proceeds of the sale of shares less a service charge of $15, and any applicable
transfer and other taxes and transaction expenses will be forwarded to the
Participant as soon as practicable after settlement of the sale. See Question
11, "Are there any expenses associated with participation under the Plan?" Once
sale requests are submitted to the Plan Administrator, the requests are binding
and cannot be retracted.
Please note that the Plan Administrator is not able to accept instructions to
sell on a specific day or at a specific price. If Participants prefer to have
complete
8
control over the exact timing and sales price, they can withdraw the shares they
wish to sell and arrange for the sale of these shares through a securities
broker of the Participant's choice.
Transaction processing may be curtailed or suspended until the completion of any
stock dividend, stock split or rights offering.
The Plan Administrator may use BNY ESI & Co., a wholly owned subsidiary of The
Bank of New York, for trading activity under the Plan on behalf of Plan
Participants. BNY ESI & Co., receives a commission in connection with the
transactions it processes.
- --------------------------------------------------------------------------------
Tax Consequences of Participation in the Plan
- --------------------------------------------------------------------------------
27. What are the federal income tax consequences of
participation in the Plan?
Under the current provisions of the Internal Revenue Code of 1986, as amended
(the "Code"), participation in the Plan will generally result in the following
federal income tax consequences:
(a) A dividend on shares of Kimco common stock will be treated for federal
income tax purposes as a dividend received by the Participant
notwithstanding that it is used to purchase additional Kimco common stock
pursuant to the Plan. The full amount of cash dividends reinvested under the
Plan represents dividend income to Participants. In addition, the amount of
any brokerage commissions, mark-ups, and other fees or expenses incurred by
Kimco on behalf of a Participant in connection with such purchases on the
open market will also constitute a dividend and be income to such
Participant for federal income tax purposes.
(b) Dividends paid to corporate shareholders, including amounts, taxable as
dividends to corporate Participants under (a) above, will not be eligible
for the corporate dividends-received deduction under the Code.
(c) A Participant's tax basis in additional shares of Kimco common stock
acquired under the Plan will be equal to (i) the amount treated as a
dividend for federal income tax purposes in the case where the stock is
acquired through the reinvestment of dividends and (ii) the price paid for
that stock including commissions where the stock is acquired through the
investment of optional cash payments. The Participant's holding period for
shares of Kimco common stock acquired under the Plan will commence on the
day after the investment date.
(d) A Participant will not realize any taxable income upon the receipt of a
certificate for full shares credited to the Participant's Plan account. A
Participant will recognize gain or loss when a fractional share interest is
liquidated or when the Participant sells or exchanges shares. Such gain or
loss will equal the difference between the amount which the Participant
receives for such fractional share interest or such shares and the tax basis
therefor.
In the case of Participants whose dividends are subject to withholding of
federal income tax, dividends will be reinvested less the amount of tax required
to be withheld.
The above is intended only as a general discussion of the current federal income
tax consequences of participation in the Plan. Participants should consult their
own tax advisers regarding the federal and state income tax consequences
(including the effects of any changes in the law) of their individual
participation in the Plan.
- --------------------------------------------------------------------------------
Other Information
- --------------------------------------------------------------------------------
28. What happens if Kimco issues a stock dividend or
declares a stock split?
Any stock dividends or stock splits distributed by Kimco on the shares purchased
for and credited to the account of a Participant under the Plan will be added to
the Participant's Plan account. Stock dividends or stock splits distributed on
shares owned and held outside the Plan by a Participant (including shares for
which a Participant has directed that cash dividends be reinvested) will be
mailed directly to such Participant in the same manner as to shareholders who
are not participating in the Plan.
In the event Kimco makes available to shareholders rights to purchase additional
shares of Kimco common stock or other securities, such rights will be made
available to Participants based on the number of shares (including fractional
share interests to the extent practicable) held in their Plan accounts and
registered in their names on the record date established for determining
shareholders who are entitled to such rights.
29. How will a Participant's shares be voted at meetings
of shareholders?
The Plan Administrator will forward, as soon as practicable, any proxy
solicitation materials to the Participant. The Plan Administrator will vote any
full and/or fractional shares of Kimco common stock held in the Participant's
Plan account and registered in the Participant's name in accordance with the
Participant's directions. If Participants sign and return the proxy card
9
and no voting instructions are given with respect to any item on the proxy card,
all of their shares will be voted in accordance with the recommendations of
Kimco's management. If a Participant does not return a signed proxy to the Plan
Administrator, or returns it unsigned, the Plan Administrator will not vote such
shares.
30. What is the responsibility of Kimco and the Plan
Administrator under the Plan?
Neither Kimco nor the Plan Administrator will be liable for any act done in good
faith or for any good faith omission to act, including, without limitation, any
claims of liability arising out of failure to terminate a Participant's Plan
account upon such Participant's death or adjudicated incompetence prior to the
receipt of notice in writing of such death or adjudicated incompetence, the
prices at which shares are purchased for the Participant's Plan account, the
times when purchases are made or fluctuations in the market value of the Kimco
common stock. Neither Kimco nor the Plan Administrator has any duties,
responsibilities or liabilities except those expressly set forth in the Plan.
THE PARTICIPANT SHOULD RECOGNIZE THAT KIMCO CAN NOT ASSURE A PROFIT OR PROTECT
AGAINST A LOSS ON THE SHARES PURCHASED BY A PARTICIPANT UNDER THE PLAN.
31. May the Plan be changed or discontinued?
While the Plan is intended to continue indefinitely, Kimco reserves the right to
suspend or terminate the Plan at any time. Kimco also reserves the right to make
modifications to the Plan. Notice of such suspension, termination or
modification will be sent to all Participants. Kimco intends to use its best
efforts to maintain the effectiveness of the Registration Statement filed with
the Commission covering the offer and sale of Kimco common stock under the Plan.
However, Kimco has no obligation to offer, issue or sell Kimco common stock to
Participants under the Plan if, at the time of the offer, issuance or sale, such
Registration Statement is for any reason not effective. Also, Kimco may elect
not to offer or sell Kimco common stock under the Plan to participants residing
in any jurisdiction or foreign country where, in the judgment of Kimco, the
burden or expense of compliance with applicable blue sky or securities laws
makes such offer or sale there impracticable or inadvisable. In any of these
circumstances, dividends, if, as and when declared, will be paid in the usual
manner to the shareholders and any optional cash payments received from such
shareholder will be returned to him.
32. Can checks be written against the Participant's
Plan account?
No. A Participant may not draw checks or drafts against its Plan account.
------------------------------------------------------------
USE OF PROCEEDS
The net proceeds from the sale of the Kimco common stock offered pursuant to the
Plan will be used for general corporate purposes by Kimco.
EXPERTS
The financial statements incorporated in this prospectus by reference to the
Annual Report on Form 10-K for the year ended December 31, 1999, have been so
incorporated in reliance on the report of Pricewaterhouse Coopers LLP,
independent accountants, given on the authority of said firm as experts in
auditing and accounting.
LEGAL MATTERS
The validity of the common stock will be passed upon for the Company by Latham &
Watkins, New York, New York. Latham & Watkins, will rely on Ballard Spahr
Andrews & Ingersoll, Baltimore, Maryland as to certain matters of Maryland law.
Certain members of Latham & Watkins and their families own beneficial interests
in less than 1% of our common stock.
------------------------------------------------------------
No dealer, salesperson or other individual has been authorized to give any
information or make any representations other than those contained in this
Prospectus and, if given or made, such information or representations must not
be relied upon as having been authorized by the Company. This Prospectus does
not constitute an offer by the Company to sell, or a solicitation of an offer to
buy, the securities offered hereby in any jurisdiction where, or to any person
to whom, it is unlawful to make an offer or solicitation. Neither the delivery
of this Prospectus nor any sale made hereunder shall, under any circumstances,
create an implication that there has been no change in the affairs of the
Company since the date hereof or that the information contained herein is
correct or complete as of any time subsequent to the date hereof.
10
CORRESPONDENCE AND QUESTIONS
- --------------------------------------------------------------------------------
All correspondence and questions regarding the Plan and/or your account
should be directed to:
Kimco Realty Corporation
The Bank of New York
Investor Relations Department
Church Street Station
P.O. Box 11258
New York, NY 10286-1258
Telephone: 1-866-557-8695
11