Exhibit 1(f)
KIMCO REALTY CORPORATION
(a Maryland corporation)
Common Stock
TERMS AGREEMENT
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Dated: December 11, 2001
To: Kimco Realty Corporation
0000 Xxx Xxxx Xxxx Xxxx
Xxx Xxxx Xxxx, Xxx Xxxx 00000-0000
Attention: Chairman of the Board of Directors
Ladies and Gentlemen:
We understand that Kimco Realty Corporation, a Maryland corporation
(the "Company"), proposes to issue and sell 1,000,000 shares of its common
stock, $.01 par value per share (the "Underwritten Securities"). Subject to the
terms and conditions set forth or incorporated by reference herein, Xxxxxxx
Xxxxx Xxxxxx Inc. (the "Underwriter") offers to purchase 1,000,000 Initial
Underwritten Securities (as defined in the Underwriting Agreement referred to
below), at the purchase price set forth below.
The Underwritten Securities shall have the following terms:
Title of Securities:
Common Stock, $.01 par value per share
Number of Shares:
1,000,000 (plus an additional 500,000 shares of Common Stock to be
delivered on December 21, 2001).(1)
Public offering price per share:
$50.36
Purchase price per share:
$47.78(2)
Number of Option Securities, if any, that may be purchased by the Underwriters:
None
Delayed Delivery Contracts:
Not authorized
Closing date and location:
December 17, 2001(3)
Sidley Xxxxxx Xxxxx & Xxxx LLP
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
All of the provisions contained in the Underwriting Agreement attached
as Annex A hereto are hereby incorporated by reference in their entirety herein
and shall be deemed to be a part of this Terms Agreement to the same extent as
if such provisions had been set forth in full herein. Terms defined in such
document are used herein as therein defined.
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(1) Reference is hereby made to the Company's three-for-two split of its
Common Stock, payable on December 21, 2001 to shareholders of record on
December 10, 2001. For each share of common stock purchased hereby, the
purchaser will receive .5 shares of common stock after the close of
business on December 21, 2001, unless the purchaser sells these shares
prior to the close of business on December 21, 2001. Subsequent
transferees of shares of common stock offered hereby who purchase these
shares prior to the close of business on December 21, 2001, will
receive .5 shares of common stock for each share of common stock
transferred to them.
(2) For an aggregate purchase price of $47,780,000, representing payment in
full for the account of the Underwriter of the purchase price for
1,000,000 shares of Common Stock.
(3) The Company acknowledges its obligation to deliver an additional
500,000 shares of Common Stock after the close of business on
December 21, 2001 in connection with its three-for-two split of its
Common Stock.
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In addition to the representations and warranties of the Company
contained in Section 1 of the Underwriting Agreement, the Company represents and
warrants to you that the 500,000 shares of Common Stock issuable on December 21,
2001 in connection with the Company's three-for-two split of its Common Stock,
will have been duly and validly authorized and reserved for issuance by all
necessary corporate action and such shares, when issued, will be duly and
validly issued and will be fully paid and non-assessable, and the issuance of
such shares will not be subject to preemptive or other similar rights; and such
shares conform in all material respects to the descriptions thereof in the
Prospectus.
In addition to the covenants of the Company contained in Section 4 of
the Underwriting Agreement, the Company covenants with you that it will reserve
and keep available through December 24, 2001, free of preemptive or other
similar rights, 500,000 shares of Common Stock for the purpose of enabling the
Company to satisfy its obligation to deliver 500,000 shares of Common Stock as
of the close of business on December 21, 2001 in connection with its
three-for-two split of its Common Stock.
In addition to the opinions of Xxxxxx & Xxxxxxx and Xxxxxxx Xxxxx
Xxxxxxx & Xxxxxxxxx, LLP delivered pursuant to Section 6 of the Underwriting
Agreement, such counsel shall also deliver an opinion to the effect that the
500,000 shares of Common Stock to be delivered on December 21, 2001 in
connection with the Company's three-for-two split of its Common Stock have been
duly and validly authorized and reserved for issuance by all necessary corporate
action on the part of the Company and such shares, when issued in accordance
with the charter of the Company will be duly and validly issued and will be
fully paid and non-assessable and the issuance of such shares will not be
subject to preemptive or other similar rights arising by operation of law or, to
the best of such counsel's knowledge, otherwise.
[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK].
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Please accept this offer no later than 7:00 P.M. (New York City time)
on December 11, 2001 by signing a copy of this Terms Agreement in the space set
forth below and returning the signed copy to us.
Very truly yours,
XXXXXXX XXXXX BARNEY INC.
By: /s/ XXXX XXXXXX
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Name: Xxxx Xxxxxx
Title: Managing Director
Accepted:
KIMCO REALTY CORPORATION
By: /s/ XXXXX XXXXX
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Name: Xxxxx Xxxxx
Title: Treasurer
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