UNITED STATES
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): August 19, 2021
KITE REALTY GROUP TRUST
(Exact name of registrant as specified in its charter)
| Maryland | 1-32268 | 11-3715772 |
| (State or other jurisdiction | (Commission | (IRS Employer |
| of incorporation) | File Number) | Identification Number) |
30 S. Meridian Street
Suite 1100
Indianapolis, IN 46204
(Address of principal executive offices) (Zip Code)
(317) 577-5600
(Registrant’s telephone number, including area code)
Not applicable
(Former name or 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 (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol |
Name of exchange on which
registered |
| Common Shares, $0.01 par value per share | KRG | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
By authorization of the board of trustees of Kite Realty Group Trust (the “Company”), on August 19, 2021, the Company approved Articles Supplementary reclassifying 20,000,000 shares of unissued and unclassified preferred shares of beneficial interest of the Company, $0.01 par value per share, into common shares of beneficial interest of the Company, $0.01 par value per share, with the result that the Company shall have authorized an aggregate of 245,000,000 common shares of beneficial interest and an aggregate of 20,000,000 preferred shares of beneficial interest. The Articles Supplementary were filed with the Maryland State Department of Assessments and Taxation on August 20, 2021 and became effective on that date.
The foregoing description of the Articles Supplementary does not purport to be complete and is qualified in its entirety by reference to the full text of the Articles Supplementary, which is filed as Exhibit 3.1 hereto and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) Exhibits. |
| 3.1 | Articles Supplementary Reclassifying Preferred Shares of Kite Realty Group Trust, dated August 20, 2021 |
| 104 | Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document) |
SIGNATURES
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.
| KITE REALTY GROUP TRUST | ||
| Date: August 23, 2021 | By: | /s/ Heath R. Fear |
|
Heath
R. Fear
Executive Vice President and Chief Financial Officer |
||
Exhibit 3.1
KITE REALTY GROUP TRUST
ARTICLES SUPPLEMENTARY RECLASSIFYING PREFERRED SHARES
Kite Realty Group Trust, a Maryland real estate investment trust (the “Trust”), having its principal office in Baltimore City, Maryland, hereby certifies to the State Department of Assessments and Taxation of Maryland that:
FIRST: Under a power contained in Section 8-203 of the Maryland REIT Law and Section 6.3 of the Trust’s Articles of Amendment and Restatement of Declaration of Trust, as filed for record on August 12, 2004 and as thereafter amended and supplemented (the “Declaration of Trust”), the Board of Trustees by resolution reclassified 20,000,000 shares of unissued and unclassified preferred shares of beneficial interest into common shares of beneficial interest, having all of the preferences, rights, voting powers, restrictions, limitations as to dividends and other distributions, qualifications and terms and conditions of redemption of the Trust’s existing common shares of beneficial interest as set forth in the Declaration of Trust and the Maryland REIT Law, with the result that the Trust shall, upon the filing and acceptance for record of these Articles Supplementary, have authorized an aggregate of 245,000,000 common shares of beneficial interest, all of which shall constitute a single class of common shares of beneficial interest, and shall have authorized an aggregate of 20,000,000 preferred shares of beneficial interest.
SECOND: These Articles Supplementary have been approved by the Trustees in the manner and by the vote required by law.
THIRD: These Articles Supplementary shall be effective at the time the State Department of Assessments and Taxation of Maryland accepts these Articles Supplementary for record.
The undersigned President of the Trust acknowledges these Articles Supplementary to be the act of the Trust and, as to all matters or facts required to be verified under oath, the undersigned President acknowledges that to the best of his knowledge, information and belief, these matters and facts are true in all material respects and that this statement is made under the penalties for perjury.
IN WITNESS WHEREOF, the Trust has caused these Articles Supplementary to be executed in its name and on its behalf by its President and attested to by its Secretary as of this 20th day of August, 2021.
| KITE GROUP REALTY TRUST | ||
| By: | /s/ John A. Kite | |
| John A. Kite | ||
| President | ||
| ATTEST: | ||
| By: | /s/ Heath R. Fear | |
| Heath R. Fear | ||
| Secretary | ||