Form: 8-K

Current report

April 25, 2005

8-K: Current report

Published on April 25, 2005


SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

----------------------

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): April 21, 2005

Kimco Realty Corporation

(Exact Name of Registrant as Specified in Charter)

Maryland 1-10899 13-2744380
--------------- -------------- ---------------
(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)

--------------------

(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 1.01. Entry into a Material Definitive Agreement.

On April 21, 2005, Kimco North Trust III, a wholly-owned entity of Kimco
Realty Corporation completed the issuance of $150 million Canadian
denominated senior unsecured notes. The notes bear interest at 4.45
percent and mature on April 21, 2010. Kimco Realty Corporation has
provided a fully and unconditional guarantee of the notes, which were
rated A- and Baa1 by Standard & Poor's and Moody's Investors Service,
respectively. The proceeds will be used by Kimco North Trust III to pay
down outstanding indebtedness under existing credit facilities, to fund
long-term investments in Canadian real estate and for general corporate
purposes. The senior unsecured notes are governed by an indenture by and
among Kimco North Trust III, Kimco Realty Corporation, as guarantor, and
BNY Trust Company of Canada, as trustee, dated April 21, 2005. A copy of
the indenture is attached as Exhibit 4.01 hereto and incorporated herein
by reference.


ITEM 2.03. CREATION OF A DIRECT FINANCIAL OBLIGATION.

See Item 1.01 above.


ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

4.1 Indenture dated April 21, 2005, between Kimco North Trust III, Kimco
Realty Corporation, as guarantor, and BNY Trust Company of Canada,
as trustee.

99.1 Press release, dated April 21, 2005 issued by Kimco Realty
Corporation.




2

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: April 22, 2005 KIMCO REALTY CORPORATION
(registrant)


By: /s/ Michael V. Pappagallo
---------------------------------
Name: Michael V. Pappagallo
Its: Vice President and Chief
Financial Officer



3