UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
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CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT: SEPTEMBER 8, 2006
(DATE OF EARLIEST EVENT REPORTED)
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KIMCO REALTY CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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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, NEW YORK 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):
[X] 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 8.01. OTHER EVENTS.
On September 8, 2006, pursuant to Section 2.14 of the Agreement and Plan
of Merger, dated as of July 9, 2006, by and among Kimco Realty Corporation
("KIMCO"), KRC Acquisition Inc., KRC CT Acquisition Limited Partnership, KRC PC
Acquisition Limited Partnership, Pan Pacific Retail Properties, Inc. ("PAN
PACIFIC"), CT Operating Partnership, L.P. and Western/Pinecreek, L.P., Kimco has
elected to pay the $70 per share merger consideration with $60 in cash and $10
in newly issued Kimco common stock, payable to Pan Pacific stockholders in
connection with Kimco's acquisition of Pan Pacific. Kimco may revoke its stock
election at any time if the revocation would not delay the Pan Pacific
stockholders' meeting by more than 10 business days.
On September 8, 2006, Kimco and Pan Pacific issued a joint press
release announcing the stock election. A copy of the joint press release is
filed as Exhibit 99.1 hereto.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Not applicable.
(b) Not applicable.
(c) Not applicable.
(d) Exhibits.
The following are filed as Exhibits to this Report.
EXHIBIT NO. EXHIBIT DESCRIPTION
99.1 Joint Press Release, dated September 8, 2006, announcing the
stock election
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: September 8, 2006 By: /s/ Michael V. Pappagallo
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Name: Michael V. Pappagallo
Title: Executive Vice President and
Chief Financial Officer
EXHIBIT INDEX
EXHIBIT NO. EXHIBIT DESCRIPTION
99.1 Joint Press Release, dated September 8, 2006, announcing
the stock election