Exhibit 1(b)
KIMCO REALTY CORPORATION
(a Maryland corporation)
Common Stock
TERMS AGREEMENT
Dated: June 24, 2003
To: Kimco Realty Corporation
3333 New Hyde Park Road
New Hyde Park, New York 11042-0020
Attention: Chairman of the Board of Directors
Dear Sirs:
We (the "Underwriter") understand that Kimco Realty Corporation, a
Maryland corporation (the "Company"), proposes to issue and sell 1,800,000
shares of common stock, $.01 par value per share (the "Underwritten
Securities"). Subject to the terms and conditions set forth or incorporated by
reference herein, the Underwriter named below offers to purchase the number of
Underwritten Securities set forth below opposite its name, at the purchase price
set forth below.
Number
of Shares of
Underwritten
Underwriter Securities
----------- ----------
UBS Securities LLC.......................................... 1,800,000
The Underwritten Securities shall have the following terms:
Title of Securities: Common Stock, $.01 par value per share.
Number of shares: 1,800,000
Public offering price per share: $37.00
Purchase price per share: $36.72
Black-out provisions: The Company has agreed with UBS Securities LLC not to
offer, sell, contract to sell, hedge or otherwise dispose of, directly
or indirectly, any of their shares of Common Stock or securities
convertible into or exchangeable for shares of Common Stock during the
period commencing on the date of the Prospectus Supplement and ending
on the 30th day after such date, without the prior written consent of
UBS Securities LLC.
Lock-up provisions: None
Number of Option Securities, if any, that may be purchased by the
Underwriter: 270,000
Delayed Delivery Contracts: Not authorized
Additional co-managers, if any: None
Other material terms: None
Closing date and location: June 27, 2003, 10:00 a.m.; Sidley Austin Brown &
Wood LLP, 787 Seventh Avenue, New York, New York 10019
All of the provisions contained in the Underwriting Agreement attached
as Annex A hereto are hereby incorporated by reference in their entirety herein
and shall be deemed to be a part of this Terms Agreement to the same extent as
if such provisions had been set forth in full herein. Terms defined in such
document are used herein as therein defined.
2
Please accept this offer no later than 7:00 P.M. (New York City time)
on June 24, 2003 by signing a copy of this Terms Agreement in the space set
forth below and returning the signed copy to us.
Very truly yours,
UBS SECURITIES LLC
By: /s/ David Reynolds
-------------------------------
Name: David Reynolds
Title: Executive Director
By: /s/ Anthony Rokovich
-------------------------------
Name: Anthony Rokovich
Title: Director
Accepted:
KIMCO REALTY CORPORATION
By: /s/ Glenn G. Cohen
------------------------------------
Name: Glenn G. Cohen
Title: Vice President and Treasurer
3