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): FEBRUARY 1, 2005
KIMCO REALTY CORPORATION
(Exact Name of Registrant as Specified in Charter)
MARYLAND 1-10899 13-2744380
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(State or Other Jurisdiction of (Commission (I.R.S. Employer
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)
N/A
(Former name or former address, if changed since last report)
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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 (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))
SECTION 5 - CORPORATE GOVERNANCE AND MANAGEMENT
ITEM 5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN
FISCAL YEAR.
Amended and Restated Bylaws
On February 1, 2005, the Board of Directors (the "Board") of Kimco Realty
Corporation (the "Company") authorized two amendments to the Company's bylaws
and then approved amended and restated bylaws for the Company (the "Amended
Bylaws"), a copy of which is attached hereto as Exhibit 3(ii) and which is
incorporated herein by reference. The Amended Bylaws became effective as of
February 1, 2005.
One amendment was adopted to comply with Maryland law, which requires that
bylaws name either the day of the annual meeting or a 31-day period in which
such annual meeting is held. In accordance with this requirement, Article II,
Section II of the Amended Bylaws states that the annual meeting shall be held
each year in the month of May. The second amendment was adopted to comply with
requirements of the Securities Exchange Act of 1934, as amended, and the New
York Stock Exchange that only independent directors shall serve on certain Board
committees. Accordingly, the statement that the President of the Company shall
serve as an ex officio member of all committees was deleted from Article IV,
Section 7 of the Amended Bylaws.
ITEM 5.05 AMENDMENTS TO THE REGISTRANT'S CODE OF ETHICS, OR WAIVER OF A
PROVISION OF THE CODE OF ETHICS.
Amendments to the Code of Ethics
Previously, the Board adopted a written Code of Business Conduct and Ethics (the
"Code of Ethics") for the Company that applies to members of the Board, the
Chief Executive Officer, Chief Operating Officer, Chief Investment Officer,
Chief Financial Officer, Controller and the other executive officers of the
Company. On February 1, 2005, the Board amended the Code of Ethics and the
amendments were effective as of the date of approval.
The amendments to the Code of Ethics require notification of the Company's audit
committee upon the grant of any waiver of the Code of Ethics with respect to any
person who is not a director, executive officer or other principal officer of
the Company. The Code of Ethics continues to require that directors, executive
officers and other principal officers of the Company can obtain waivers of the
Code of Ethics only from the Board or an appropriate committee of the Board. In
addition, the amendments to the Code of Ethics contain enhanced provisions
designed to avoid potential conflicts of interest, as well as other technical,
administrative and non-substantive amendments.
The foregoing summary of the amendments to the Code of Ethics is qualified in
its entirety by the full text of the amended Code of Ethics, which is attached
hereto as Exhibit 14.1 and is incorporated by reference herein.
SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
Exhibit No. Document Description
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3(ii) Amended and Restated Bylaws of Kimco Realty Corporation
14.1 Code of Ethics of Kimco Realty Corporation
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.
Date: February 3, 2005 KIMCO REALTY CORPORATION
(registrant)
By: /s/ Michael V. Pappagallo
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Name: Michael V. Pappagallo
Its: Vice President and Chief
Financial Officer
EXHIBIT INDEX
Exhibit No. Document Description
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3(ii) Amended and Restated Bylaws of Kimco Realty Corporation
14.1 Code of Ethics of Kimco Realty Corporation