DIVIDEND REINVESTMENT AND
Published on March 9, 1999
EXHIBIT 4.1
TERMS AND CONDITIONS OF KIMCO REALTY CORPORATION
DIVIDEND REINVESTMENT AND COMMON STOCK PURCHASE PLAN
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1. PURPOSE AND ADMINISTRATION.
The purpose of the Kimco Dividend Reinvestment and Common Stock
Purchase Plan (the "Plan") is to provide the stockholders of Kimco Realty
Corporation ("Kimco") an opportunity to automatically invest their cash
dividends in additional shares of Common Stock of Kimco as well as to make
monthly or other voluntary cash investments of not less than $100 and not more
than $25,000 per quarter. The Plan will be administered by BankBoston, N.A.
("BankBoston").
2. PURCHASE OF COMMON SHARES.
(a) As Participant's Agent, BankBoston will receive (i) dividend cash from Kimco
on the common and preferred shares of Kimco held by each stockholder of Kimco
participating in the Plan, as well as those full and fractional shares (computed
to three decimal places) acquired under the Plan, and (ii) voluntary cash
investments from Participants. BankBoston or other authorized agent will apply
such funds toward the purchase of Kimco Common Stock for the Participant's
account. Such purchases may be made on the New York Stock Exchange or any
securities exchange where the Kimco's Common Stock is traded, in the
over-the-counter market or in negotiated transactions, and may be on such terms
as to price, delivery and otherwise as BankBoston or other authorized agent may
determine. Alternatively, or in combination with open market purchases, Kimco
has the right to satisfy its obligations hereunder by registering and issuing
additional shares of Common Stock, subject to compliance with the Securities
Act, and the rules and regulations thereunder. BankBoston will generally invest
all funds received as dividend cash from Kimco beginning on the dividend payment
date as declared by Kimco from time to time and normally continuing for a period
of two to five days from such dividend payment date. BankBoston will generally
invest all funds received as voluntary cash investments once per month beginning
on the voluntary cash investment date, which is generally the 15th of each month
or, if that is not a business day, the first succeeding day which is a business
day and normally continuing for a period of two to five days from such voluntary
cash investment date. No interest will be paid on funds held by BankBoston.
Voluntary cash investments received by BankBoston will be returned to a
Participant upon written request received by BankBoston at least (2) business
days prior to the date shares of Common Stock would have otherwise been
purchased by BankBoston on behalf of such Participant.
(b) In making purchases for the Participant's account, BankBoston or other
authorized agent may commingle the Participant's funds with those of other Kimco
stockholders participating in the Plan. The price at which the shares shall be
deemed to have been acquired for the Participant's account shall be the average
price of all shares purchased by the agent for all Participants in the Plan
without reduction for commission, (to the extent paid by Kimco). The price of
shares acquired in the open market with voluntary cash investments will be
adjusted to reflect brokerage commissions paid by the Participants. BankBoston
may hold the shares of all Participants on deposit in its name or in the name of
its nominee. BankBoston shall have no responsibility as to the value of Kimco
Common Stock acquired for the Participant's account. It is understood that for a
number of reasons, including observance of the rules and regulations of the
Securities and Exchange Commission requiring temporary curtailment or suspension
of purchases, it is possible that the whole amount of funds available in the
Participant's account for the purchase of shares of Kimco might not be applied
to the purchase of such shares on or before the next ensuing dividend payment
date or voluntary cash investment date. BankBoston shall not be liable when
conditions prevent the purchase of shares or interfere with the timing of such
purchases. No Participant shall have any authority or power to direct the time
or price at which Common Stock may be purchased.
3. ACCOUNTS.
As soon as practicable after the purchase of shares has been completed,
BankBoston will send each Participant a statement of account confirming the
transaction and itemizing any previous reinvestment activity for the calendar
year.
Shares credited to a Participant's account may not be pledged or
assigned and any attempted pledge or assignment is void. A Participant who
wishes to pledge or assign Common Stock credited to his account must first
withdraw such shares from the account.
4. AUTHORIZATION.
Stockholder authorization for dividend reinvestment must be received by
BankBoston at least three (3) days prior to the record date for dividends on
Kimco stock; otherwise such authorization shall not be effective until the next
dividend record date.
5. INCOME TAX.
The reinvestment of dividends does not relieve the Participant of any
income tax which may be payable on such dividends. BankBoston will report to
each Participant for tax purposes the dividends credited to his account and the
amount of brokerage commissions paid by Kimco on behalf of the participant. Such
information will also be furnished to the IRS to the extent required by law.
In addition, the Tax Equity and Fiscal Responsibility Act of 1982
imposes certain reporting obligations on brokers and other middlemen. As a
result, BankBoston will be required to report to the IRS and the Participant any
sale of Common Stock by it on behalf of a participant.
6. VOTING.
BankBoston will not vote any shares that it holds for a Participant's
account except as directed by the Participant. If no instructions are received,
the shares will not be voted.
7. CERTIFICATES.
Shares of Common Stock purchased under the Plan are registered in the
name of a nominee and shown on each Participant's account. However, a
Participant may request a certificate for any of the whole
shares which have accumulated in such Participant's account by writing a letter
of instruction or completing and signing the withdrawal of shares section on the
reverse side of the account statement. Each certificate issued is registered in
the name or names in which the account is maintained, unless otherwise
instructed in writing. If the certificate is to be issued in the name other than
the name of the Plan account, the Participant or Participants must have his or
her signature(s) guaranteed by a commercial bank or a broker. Certificates for
fractional shares will not be issued in any case. Dividends will continue to be
paid on the cumulative holdings of both full and fractional shares remaining in
the Participant's account and will automatically be reinvested.
8. TERMINATION OF PARTICIPATION.
A Participant may terminate the account at any time by notifying
BankBoston in writing. Unless the termination notice is received by BankBoston
prior to any dividend record date, it cannot be processed until after purchases
made from the dividends paid have been completed and credited to Participants'
accounts. All dividends with a record date after timely receipt of notice for
termination will be sent directly to the Participant. If a termination notice is
not received by BankBoston at least two (2) business days prior to a voluntary
cash investment date the voluntary cash investment may be invested. Once
termination has been effected, BankBoston will issue to the Participant, without
charge, certificates for the full shares held in his account or, if he so
requests, sell the full shares held under the Plan, deduct brokerage
commissions, transfer taxes (if any) and a service charge of $5.00 and deliver
the proceeds to him. The Participant's interest in any fractional shares held in
his account at termination will be paid in cash at the then current market value
of the Common Stock. If a Participant disposes of all shares represented by
certificates registered in his own name on the books of Kimco but does not give
notice of termination under the Plan, BankBoston may continue to reinvest the
dividends on his stock held under the Plan until otherwise directed.
9. STOCK DIVIDENDS.
It is understood that any stock dividends or split shares distributed
by Kimco on shares held by BankBoston for the participant will be credited to
the Participant's account. In the event that Kimco makes available to its
stockholders rights to purchase additional shares or other securities, the
Participant will receive appropriate instructions in connection with all such
rights directly from BankBoston in order to permit a Participant to determine
what action he desires to take.
10. RESPONSIBILITY OF BANKBOSTON.
Neither Kimco nor BankBoston shall be liable hereunder for any act done
in good faith, or for any good faith omission to act, including, without
limitation, any claims of liability (1) arising out of failure to terminate the
Participant's account upon such Participant's death prior to receipt of notice
in writing of such death or (2) with respect to the prices at which shares are
purchased or sold for the Participant's account and the times such purchases or
sales are made.
11. AMENDMENT OF PLAN.
The Plan may be amended or supplemented by BankBoston or Kimco at any
time or times but, except when necessary or appropriate to comply with law or
the rules or policies of the Securities and Exchange Commission or other
regulatory authority, only by mailing appropriate written notice at least 30
days prior to the effective date thereof to each Participant. The amendment or
supplement shall be deemed to be accepted by the Participant unless prior to the
effective date thereof, BankBoston receives written notice of the termination of
the Participant's account. Any such amendment may include an appointment by
BankBoston in its place of a successor Bank or Agent for the account of the
Participant, all dividends
and distributions payable on shares of Kimco stock held by the Participant for
application by such successor Bank or Agent as provided in these terms and
conditions.
12. APPLICABLE LAW.
The effective date of this Plan, as amended, shall be March 9, 1999.
The Plan first became effective on March 30, 1992.
CORRESPONDENCE AND QUESTIONS
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All correspondence and questions regarding the Plan and/or your account
should be directed to:
BankBoston, N.A.
c/o EquiServe
P.O. Box 8040
Boston, Massachusetts 02266-8040
Attn: Dividend Reinvestment Dept.
Kimco Dividend Reinvestment and
Stock Purchase Plan
(781) 575-3400
TO BANKBOSTON, N.A. (AGENT):
I hereby appoint you as my agent, subject to the Terms and Conditions
of the Dividend Reinvestment and Common Stock Purchase Plan of Kimco Realty
Corporation, set forth in the accompanying booklet, and authorize you, to the
extent indicated, to apply all cash dividends payable to me on shares of Kimco
Preferred and Common Stock and all my voluntary cash investments to purchase
full shares and fractional interests of Kimco Common Stock.
DO NOT RETURN THIS FORM UNLESS YOU INTEND TO PARTICIPATE IN THE PLAN.
This appointment relates only to the Preferred and Common Stock held by
me and listed on the reverse side of this enrollment form and all full shares
and fractional interests acquired under the Plan. I understand that I may
terminate my participation at any time by notifying you in writing.
Please direct all correspondence to: BankBoston, N.A.
c/o EquiServe
Dividend Reinvestment Dept.
P.O. Box 8040
Boston, Massachusetts 02266-8040
NOTE: THIS IS NOT A PROXY
KIMCO REALTY CORPORATION
DIVIDEND REINVESTMENT AND COMMON STOCK PURCHASE PLAN/OPTIONAL CASH PAYMENT
ENROLLMENT FORM
I wish to participate in the Dividend Reinvestment and Common Stock
Purchase Plan on the following basis (select only one):
/_/ FULL PARTICIPATION. All dividends on all shares are to be reinvested in the
Plan and voluntary cash investments are to be invested in the Plan.
/_/ PARTIAL PARTICIPATION. Dividends to be paid on _______ shares of Common
Stock, _______ shares of class A Preferred Stock _______ shares of Class B
Preferred Stock, _______ shares of Class C Preferred Stock and _______
shares of Class D Preferred Stock (please indicate number of shares in
whole numbers) and voluntary cash investments are to be invested in the
Plan.
/_/ OPTIONAL CASH PAYMENTS ONLY. Voluntary cash investments are to be invested
in the Plan. My initial voluntary cash investment of $_______ is enclosed
(minimum $100 per month, maximum $25,000 per quarter). Check or money order
should be made payable to "BankBoston, N.A."
_________________________ ____________________________________________
Please Print or Type Name Social Security Number or Taxpayer ID Number
______________________________________________________________
Signature of Shareholder (as it appears on your certificate(s)
and/or dividend check)
SEE REVERSE SIDE FOR EXPLANATION