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): January 30, 2004
KRAMONT REALTY TRUST
(Exact Name of Registrant as Specified in Charter)
Maryland 1-15923 25-6703702
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(State or other jurisdiction of (Commission File Number) (I.R.S. Employer
incorporation or organization) Identification No.)
Plymouth Plaza
580 West Germantown Pike
Plymouth Meeting, Pennsylvania 19462
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(Address, including zip code, of Principal Executive Offices)
Registrant's telephone number, including area code: (610) 825-7100
ITEM 5. OTHER EVENTS.
On January 30, 2004, the Company redeemed its outstanding 9.5% Series D
Cumulative Redeemable Preferred Shares for $25.00 plus $0.066 in accrued and
unpaid distributions per share through the redemption date, resulting in an
aggregate redemption price of $25.066 per share. American Stock Transfer and
Trust Company, located at 59 Maiden Lane, New York, New York 10038, served as
the redemption agent. On the same date, the Company also paid to holders of its
outstanding 9.75% Series B-1 Cumulative Convertible Preferred Shares $0.0677 in
accrued and unpaid distributions per share for the period from January 20, 2004
through January 30, 2004.
On February 17, 2004, the Company purchased Perkins Farm Marketplace, a
203,308 square foot community shopping center located in Worcester,
Massachusetts for cash of approximately $19.75 million plus transaction costs. A
press release announcing the purchase is included as Exhibit 99.1 to this Form
8-K.
On February 18, 2004, the Company filed a second Articles Supplementary
to its Amended and Restated Declaration of Trust with the State Department of
Assessments and Taxation of Maryland reclassifying and designating 800,000
authorized and unissued common shares of beneficial interest, $.01 par value
per share, as additional 8.25% Series E Cumulative Redeemable Preferred Shares,
$.01 par value per share (the "Series E Preferred Shares"). The second Articles
Supplementary are included as Exhibit 99.2 to this Form 8-K. The preferences,
rights, voting powers, restrictions, limitations as to dividends or other
distributions, qualifications and terms and conditions of redemption of the
Series E Preferred Shares are set forth in the first Articles Supplementary to
the Company's Amended and Restated Declaration of Trust creating the Series E
Preferred Shares, accepted for record by the State Department of Assessments
and Taxation on December 24, 2003. The first Articles Supplementary are
incorporated herein by reference to Exhibit 3.3 to the Company's Registration
of Certain Classes of Securities on Form 8-A, filed with the Securities and
Exchange Commission on December 29, 2003.
In conjunction with this Current Report the Company is filing a
Supplemental Prospectus pursuant to Rule 424(b) of the Securities Act of 1933,
which is incorporated herein by reference. The Supplemental Prospectus
describes an offering pursuant to the Company's Registration Statement on Form
S-3 of 400,000 of the Company's Series E Preferred Shares at $25.50 per share,
for an aggregate purchase price of $10,200,000, plus an additional per share
amount of $0.0057 per day for the number of days from and including December
31, 2003 through and including the day of sale (with any included complete
calendar month being deemed to have 30 days), such additional amount being
equal to the accrued and unpaid distributions payable with respect to such
Series E Preferred Shares through the date of any such sale. The Series E
Preferred Shares have no stated maturity or sinking fund requirement and may be
redeemed by the Company on or after December 30, 2008. The Company estimates
that, if completed, the net proceeds to the Company from this offering (before
expenses of approximately $100,000 or accrued and unpaid distributions) will be
approximately $10,200,000.
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ITEM 7. EXHIBITS.
5.1 Opinion of Venable LLP.
99.1 Press Release Announcing Purchase of Perkins Farm Marketplace in
Worchester, MA.
99.2 Articles Supplementary to the Company's Declaration of Trust
reclassifying and designating 800,000 authorized and unissued common shares of
beneficial interest as additional Series E Preferred Shares.
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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.
KRAMONT REALTY TRUST
Date: February 23, 2004 By: /s/ Carl E. Kraus
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Carl E. Kraus
Chief Financial Officer
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