EXHIBIT 99.3
CONSENT SOLICITATION STATEMENT SUPPLEMENT
KIMCO NORTH TRUST III
SOLICITATION OF CONSENTS TO AMEND CERTAIN PROVISIONS OF THE
INDENTURE PROVIDING FOR THE ISSUANCE OF
C$150,000,000 SERIES 1 4.45 % NOTES MATURING 2010
CUSIP NUMBER: 49446PAA1
ISIN CODE: CA49446PAA18
This Supplement hereby amends, supplements, modifies and becomes a part
of, as of the date hereof, the Consent Solicitation Statement, dated May 16,
2006 (the "Consent Solicitation Statement" and, as supplemented hereby, the
"Supplemented Consent Solicitation Statement), relating to all Series 1 4.45 %
Notes Maturing 2010 of Kimco North Trust III. (Capitalized terms used, but not
defined in this Supplement, have the meanings given in the Consent Solicitation
Statement.) All references to any requirements regarding the Consent
Solicitation Statement contained in any document used by or on behalf of the
Issuer in connection with the Solicitation (including, without limitation, the
Consent) shall be deemed to refer to the Supplemented Consent Solicitation
Statement.
Concurrently with the amendment to the terms of the Solicitation, the
Guarantor is amending certain of the terms of the Guarantor Consent Solicitation
in order to (i) extend the expiration date of the Guarantor Consent Solicitation
until 5:00 p.m., New York City time, on Friday, June 2, 2006, unless further
extended, (ii) offer a consent fee of US$2.50 per $1,000 principal amount to the
holders of all series of its notes that have maturity dates of 2010 or later and
timely consent to the proposed amendments at or prior to the Expiration Date
(defined below) and US$1.25 per $1,000 principal amount to the holders of all
series of its notes that have maturity dates of 2009 or earlier and timely
consent to the proposed amendments at or prior to the Expiration Date, and (iii)
amend the maintenance of unencumbered total asset value covenant in the
Guarantor Indenture by increasing the ratio of Unencumbered Total Asset Value to
outstanding unsecured Debt from 1 to 1 to 1.5 to 1. See the Guarantor Consent
Solicitation Statement Supplement of the Guarantor dated May 30, 2006, a copy of
which is attached as Exhibit A hereto (the "Guarantor Consent Solicitation
Statement Supplement") for a description of the proposed amendments. All other
terms of the Guarantor Consent Solicitation remain unchanged.
The purpose of this Supplement is to give effect, under the
Solicitation, to the adoption of the amendments proposed under the Guarantor
Consent Solicitation Statement Supplement.
The Solicitation Agent for the consent solicitation is:
UBS Investment Bank
This Consent Solicitation Statement Supplement is dated May 30, 2006.
The Consent Solicitation Statement is hereby supplemented, amended and modified
as follows:
The expiration date of the Solicitation is hereby extended until 5:00
p.m., New York City time, on Friday, June 2, 2006, unless further extended, and
all references in the Consent Solicitation Statement to the "Expiration Date"
shall be deemed modified accordingly.
The consent fee payable to Registered Holders of the Notes that timely
consent to the Proposed Amendments at or prior to the Expiration Date, in
accordance with the terms and conditions of the Consent Solicitation Statement,
shall be of C$2.50 per C$1,000 principal amount of the Notes and all references
in the Consent Solicitation Statement to the "Consent Fee" shall be deemed
modified accordingly.
All references in the Consent Solicitation Statement to the "Guarantor
Consent Solicitation Statement" shall be deemed to refer to such document as
amended and supplemented by the Guarantor Consent Solicitation Statement
Supplement.
All references in the Consent Solicitation Statement to the Guarantor
Indenture Amendments shall be deemed to include the additional proposed
amendment to the Guarantor Indenture as set forth in the Guarantor Consent
Solicitation Statement Supplement.
The section of the Consent Solicitation Statement titled "Consent
Solicitation" is hereby amended by deleting the subsections titled "Consent
Fee" and "Expiration Date, Extensions, Termination and Amendment" contained
therein, and replacing such subsections with the following:
CONSENT FEE
We will pay each Registered Holder of the Notes whose
Consents have been accepted in this Solicitation a Consent Fee
equal to C$2.50 for each C$1,000 principal amount of Notes as
to which a Consent has been delivered by such Registered
Holder. The Consent Fee will be paid promptly following the
execution of the Amendment Documents. The Consents will expire
if the Proposed Amendments do not become operative. Interest
will not accrue on or be payable with respect to any Consent
Fee.
EXPIRATION DATE, EXTENSIONS, TERMINATION AND AMENDMENT
The term "Expiration Date" means 5:00 p.m., New York
City time, on Friday, June 2, 2006, unless we, in our sole
discretion, extend the period during which the Solicitation is
open. In that event, the term "Expiration Date" will mean the
latest time and date on which the Solicitation, as so extended,
will expire. We reserve the right:
o to extend the Solicitation at any time or from time to
time, until the Requisite Consents have been received;
o to terminate the Solicitation at any time prior to the
Expiration Date, whether or not the Requisite Consents
have been received; and
o to amend, at any time or from time to time, the terms
of the Solicitation, including, without limitation, by
revising the terms of the Proposed Amendments or by
establishing a new Record Date.
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Any extension of the Expiration Date will be effective
if we give oral or written notice thereof to the Trustee no
later than 9:00 a.m. (and, if such notice is given orally,
followed by written notice to the Trustee and the Solicitation
Agent (given by facsimile or otherwise) no later than 4:00
p.m.), New York City time, on the first Business Day (as
defined in the Canadian Indenture) following any previously
announced Expiration Date. Any termination or amendment of the
Solicitation will be effective upon written notice thereof to
the Trustee. Any extension, termination or amendment will be
followed as promptly as practicable by written notice thereof
to the Registered Holders as of the Record Date. Such notice
may provide that we are extending the Solicitation for a
specified period of time or on a daily basis until 5:00 p.m.,
New York City time, on the date on which the Requisite Consents
are received. Failure of any Registered Holder to receive such
notice will not affect the extension, termination or amendment
of the Solicitation.
If the Solicitation is amended in a manner determined
by us to materially affect holders of the Notes prior to the
Expiration Date, we will promptly disclose such amendment and
may, if appropriate, extend the Solicitation for a period
adequate to permit Registered Holders to properly deliver or
revoke their Consents. Other than as set forth in this Consent
Solicitation Statement, once delivered, Consents may not be
revoked.
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EXHIBIT A
GUARANTOR CONSENT SOLICITATION STATEMENT SUPPLEMENT
(Attachment begins on next page.)
THE SOLICITATION AGENT FOR THIS SOLICITATION IS:
UBS INVESTMENT BANK
677 WASHINGTON BLVD.
STAMFORD, CT 06901
(203) 719-4210 (CALL COLLECT)
(888) 722-9555 EXT. 4210 (TOLL FREE)
ATTN: LIABILITY MANAGEMENT GROUP
Any questions concerning the terms of this Solicitation may be directed
to the Solicitation Agent.
THE INFORMATION AND TABULATION AGENT FOR THIS SOLICITATION IS:
GLOBAL BONDHOLDER SERVICES CORPORATION
65 BROADWAY, SUITE 723
NEW YORK, NY 10006
ATTENTION: CORPORATE ACTIONS
(212) 430-3774 (CALL COLLECT)
(866) 470-3700
By Facsimile Transmission: By Hand Delivery, Mail or Overnight Courier:
212-430-3775 Global Bondholder Services Corporation,
65 Broadway--Suite 723,
New York, NY 10006
THE TRUSTEE UNDER THE CANADIAN INDENTURE IS:
BNY TRUST COMPANY OF CANADA
ALL CONSENTS AND REVOCATIONS OF CONSENTS SHOULD BE SENT TO THE INFORMATION AND
TABULATION AGENT AT THE ADDRESS SPECIFIED ABOVE. REQUESTS FOR ASSISTANCE IN
COMPLETING AND DELIVERING CONSENTS, OR FOR ADDITIONAL COPIES OF THE CONSENT OR
THIS CONSENT SOLICITATION STATEMENT, SHOULD BE DIRECTED TO THE INFORMATION AND
TABULATION AGENT. QUESTIONS CONCERNING THE TERMS OF THE SOLICITATION SHOULD BE
DIRECTED TO THE SOLICITATION AGENT.