SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[X] Soliciting Material Pursuant to Section 240.14a-12
Konover PROPERTY TRUST, INC.
(Name of Registrant as Specified in its Charter)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsettingfee was
paid previously. Identify the previous filing by registration statement
number, or the form or schedule and the date of its filing.
1) Amount Previously Paid:
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On June 24, 2002, Konover Property Trust, Inc. reported in a press release that
it had entered into an Agreement and Plan of Merger on June 23, 2002 with PSCO
Acquisition Corp., a Maryland corporation and an affiliate of Prometheus
Southeast Retail Trust, a Maryland real estate investment trust and an owner of
66% of Konover's common stock, and Kimkon Inc., a Maryland corporation and an
indirect wholly owned subsidiary of Kimco Realty Corporation, a Maryland
corporation. A copy of this press release follows:
Press Release
FOR MORE INFORMATION, CONTACT:
AT THE COMPANY FRB/WEBER SHANDWICK
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Daniel J. Kelly Kerry Thalheim Susan Garland
Exec. VP & CFO (General Info) (Analyst Info)
(919) 372-3000 (212) 445-8437 (212) 445-8458
Konover Property Trust Announces Merger with Joint Venture owned by
Prometheus Southeast Retail Trust and Kimco Realty Corporation
For Immediate Release
Raleigh, NC - June 24, 2002 - Konover Property Trust (NYSE: KPT), a fully
integrated shopping center real estate investment trust, announced today the
approval of a definitive merger agreement, subject to shareholder approval, with
a joint venture between Prometheus Southeast Retail Trust ("Prometheus") and a
subsidiary of Kimco Realty Corporation (NYSE: KIM, "Kimco") to take Konover
private. Prometheus currently owns 66% of the Company's common stock. Under the
terms of the merger agreement, the holders of Konover's common stock (excluding
a majority of the shares held by Prometheus) would receive cash in the amount of
$2.10 per share in exchange for their shares of common stock in the Company. In
addition, the holders of the Company's Series A Convertible Preferred Stock
would receive either a new preferred security representing a continuing interest
in the Company or cash of $2.205 per share of common stock issuable upon
conversion at the election of the holders of shares of Series A Preferred Stock.
The Company is preparing proxy materials for a special meeting of shareholders
for a shareholder vote for this proposed merger. Prometheus has agreed to vote
its shares in favor of the merger. Such vote is sufficient to effect the
required shareholder consent. The Board of Directors intends to hold the special
meeting as promptly as possibly, subject to clearance of proxy materials by the
U.S. Securities and Exchange Commission. As a result of this pending transaction
and the planned special meeting of shareholders, the Company has determined to
postpone its Annual Meeting.
The Special Committee of the Board of Directors of Konover has been evaluating
various strategic alternatives over the past year. The Special Committee has
received numerous non-binding proposals during this process. After a thorough
review of the alternatives and proposals, the Special Committee recommended this
merger as being in the best interest of the Company, and the Company's Board of
Directors unanimously approved
it. The merger agreement permits the Company to terminate the agreement in
certain circumstances in connection with the receipt of superior proposals,
after payment of a $3 million termination fee and up to $1 million of expenses.
In addition, Prometheus has agreed to vote its shares in favor of a superior
proposal in certain limited circumstances. Credit Suisse First Boston
Corporation acted as financial advisor to the Special Committee and has
delivered its written fairness opinion to the Special Committee stating that the
per share price in this offer is fair from a financial point of view.
Raleigh-based Konover Property Trust, Inc. is a self-administered real estate
investment trust (REIT) engaged in the management, leasing, marketing,
development and acquisition of community and neighborhood shopping centers. The
Company currently owns directly or through joint ventures 37 shopping centers in
seven states totaling approximately 4.8 million square feet.
The matters described herein contain forward-looking statements that are made
pursuant to the Safe Harbor provisions of the Private Securities Litigation
Reform Act of 1995. Forward-looking statements involve a number of risks,
including the risk that the conditions to the merger will not be satisfied and
the merger will not be completed, and uncertainties or other factors beyond the
Company's control.
For further information on Konover Property Trust, Inc., visit the Company's
web site at http://www.konovertrust.com.
Additional Information and Where to Find It
Konover Property Trust, Inc. plans to mail a proxy statement to its stockholders
containing information about the merger. Investors and securityholders of
Konover are advised to read the proxy statement carefully when it becomes
available because it will contain important information about Konover, PSCO
Acquisition Corp., Prometheus Southeast Retail Trust, Kimco Realty Corporation,
the merger, these parties' interest in the merger, and related matters.
Investors and securityholders may obtain free copies of the proxy statement
(when available) and other documents filed by Konover at the Securities and
Exchange Commission's website at http://www.sec.gov. Free copies of the proxy
statement will also be available from Konover by directing such requests to the
attention of Laura Sante, Konover Property Trust, Inc., 3434 Kildaire Farm Road,
Suite 200, Raleigh, North Carolina, 27606, telephone (919) 372-3000.
Information Concerning Participants
Konover, its directors, executive officers, and certain other members of
management and employees may be soliciting proxies from Konover common
stockholders in favor of the merger. As of the date of this communication, the
officers and directors of Konover each beneficially owned less than 1% of the
outstanding common stock of Konover, other than Mark S. Ticotin, one of our
directors, who beneficially owns approximately 66.0% of Konover's common stock
as a result of his serving as a Managing Principal of Lazard Freres Real Estate
Investors L.L.C., which is the general partner of
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three limited partnerships that together own the corporation that is the sole
member of Prometheus Southeast Retail LLC, which owns all of the common equity
interests in Prometheus Southeast Retail Trust.
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