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): July 18, 2006
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 (I.R.S. Employer
of Incorporation) File Number) Identification No.)
3333 New Hyde Park Road
New Hyde Park, New York 11042-0020
(Address of Principal Executive Offices)
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(516) 869-9000
(Registrant's telephone number, including area code)
(Former name of 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):
|_| 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
(17CFR 240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR240.14d-2b))
|_| 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 July 18, 2006, Kimco entered into an Amended and Restated Distribution
Agreement with Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith
Incorporated, Banc of America Securities LLC, BNY Capital Markets, Inc.,
Credit Suisse Securities (USA) LLC, Goldman, Sachs & Co., J.P. Morgan Securities
Inc., Morgan Stanley & Co. Incorporated, UBS Securities LLC and Wachovia
Capital Markets, LLC (collectively, the "Agents"), with respect to the issue and
sale by Kimco of its Series C Medium-Term Notes Due Nine Months or More From
Date of Issue (the "Notes"). The Amended and Restated Distribution Agreement
amends and restates the Distribution Agreement, dated September 26, 2001, as
amended and supplemented by the First Amendment to the Distribution Agreement,
dated July 28, 2003, between Kimco and the Agents with respect to the Notes.
The Notes are to be issued pursuant to an Indenture, dated as of September 1,
1993, as amended, supplemented or modified from time to time, including the
First Supplemental Indenture thereto dated as of August 4, 1994, the Second
Supplemental Indenture thereto dated as of April 7, 1995 and the Third
Supplemental Indenture thereto dated as of June 2, 2006, between Kimco and
the Bank of New York. The Amended and Restated Distribution Agreement, dated
July 18, 2006, is attached hereto and incorporated herein by reference as
Exhibit 1.1.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Not applicable.
(b) Not applicable.
(c) Not applicable.
(d) Exhibits.
1.1 Amended and Restated Distribution Agreement dated July 18, 2006, among
Kimco Realty Corporation, Merrill Lynch & Co., Merrill Lynch, Pierce,
Fenner & Smith Incorporated, Banc of America Securities LLC, BNY
Capital Markets, Inc., Credit Suisse Securities (USA) LLC, Goldman,
Sachs & Co., J.P. Morgan Securities Inc., Morgan Stanley & Co.
Incorporated, UBS Securities LLC and Wachovia Capital Markets, LLC.
SIGNATURE
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.
Date: July 18, 2006 KIMCO REALTY CORPORATION
(registrant)
By: /s/ Michael V. Pappagallo
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Name: Michael V. Pappagallo
Its: Executive Vice President
and Chief Financial Officer