UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
FILED PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): November 22, 2002
KIMSOUTH REALTY INC.
(Exact name of registrant as specified in its charter)
MARYLAND 1-11998 56-1819372
(State or other jurisdiction (Commission File (IRS Employer
of incorporation) Number) Identification Number)
3333 New Hyde Park Road, Suite 100
New Hyde Park, NY 11042-0020
(Address of principal executive offices)
Registrant's telephone number, including area code: (516) 869-9000
KONOVER PROPERTY TRUST, INC.
(Former name of Registrant; changed since last report)
3434 Kidaire Farm Road, Suite 200
Raleigh, North Carolina
(Former address of Registrant; changed since last report)
FORM 8-K
ITEM 5. OTHER EVENTS
On November 22, 2002, at a special meeting of stockholders of the
Registrant holders of more than two-thirds of the votes entitled to be cast at
the meeting approved (i) an Agreement and Plan of Merger, dated as of June 23,
2002 (as amended, the "Merger Agreement"), by and between PSCO Acquisition Corp.
("PSCO") and the Registrant, (ii) the merger of PSCO with and into the
Registrant pursuant to the Merger Agreement (the "Merger") and (iii) certain
charter amendments contemplated by the Merger Agreement. The Merger became
effective on November 22, 2002 pursuant to Articles of Merger filed with the
State Department of Assessments and Taxation of the State of Maryland, at which
time (the "Effective Time") PSCO was merged with and into the Registrant, with
the Registrant as the surviving corporation.
At the Effective Time, (i) each share of the Registrant's common stock
issued and outstanding immediately prior to the Effective Time (other than
shares owned by PSCO) was converted into the right to receive a cash payment of
$2.10 per share ("Cash Price"), (ii) the 16,615,922 shares of the Registrant's
common stock owned by PSCO immediately prior to the Effective Time (which shares
were contributed by Prometheus Southeast Retail Trust to PSCO immediately prior
to the consummation of the Merger) were canceled and retired without any payment
therefor, and (iii) each option, purchase right, repurchase right or other
similar right to purchase shares of the Registrant's common stock outstanding
immediately prior to the Effective Time was converted into the right to receive
a cash payment equal to the amount, if any, by which the Cash Price exceeded the
per share exercise price of such option, purchase right or repurchase right
multiplied by the number of shares of the Registrant's common stock for which
such option, purchase right or repurchase right was exercisable.
In addition, at the Effective Time, (a) each share of PSCO common stock
issued and outstanding immediately prior to the Effective Time was converted
into one fully paid nonassessable share of common stock of the surviving
corporation in the Merger and (b) each share of PSCO redeemable preferred stock
issued and outstanding immediately prior to the Effective Time was converted
into one fully paid nonassessable share of the series B redeemable preferred
stock of the surviving corporation in the Merger.
The Registrant was the surviving corporation in the merger. Following
the consummation of the Merger, the two former common stockholders of PSCO,
Prometheus Southeast Retail Trust and Kimkon Inc. (a subsidiary of Kimco Realty
Corporation), own 100% of the Registrant's outstanding common stock.
The Registrant's press release announcing these events is attached
hereto.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
EXHIBIT DESCRIPTION
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99.1 Press Release, dated as of November 25, 2002.
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: November 25, 2002
KIMSOUTH REALTY INC.
By: /s/ Joseph G. Stevens
---------------------------------------
Name: Joseph G. Stevens
Title: Vice President
EXHIBIT INDEX
EXHIBIT DESCRIPTION
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99.1 Press Release, dated as of November 25, 2002.